<PAGE>
As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 333-10429
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
WESTERN STAFF SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1266151
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
301 LENNON LANE
WALNUT CREEK, CALIFORNIA 94598-2453
(Address of principal executive offices) (Zip Code)
------------------------
EXECUTIVE AND KEY EMPLOYEE NONSTATUTORY INCENTIVE STOCK OPTION PLAN
1996 STOCK OPTION/STOCK ISSUANCE PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
International Employee Stock Purchase Plan
(Full title of the Plans)
-----------------------
W. ROBERT STOVER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
WESTERN STAFF SERVICES, INC.
301 LENNON LANE
WALNUT CREEK, CALIFORNIA 94598-2453
(Name and address of agent for service)
-----------------------
(Telephone number, including area code, of agent for service)
(510) 930-5300
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Western Staff Services, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC on May 1, 1996 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the "1933
Act"), in connection with the Registration Statement No. 33-85536 on
Form S-1, which includes the Registrant's audited financial statements
for the Registrant's fiscal years ended October 28, 1995 and October
29, 1994 and the three years in the period ended October 28, 1995;
(b) (1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 13, 1996 filed with the SEC on June 14, 1996;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 6, 1996, filed with the SEC on August 20,
1996; and
(c) The Registrant's Registration Statement No. 00-24990 on Form 8-A filed
with the SEC on March 18, 1996 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act") which
describes the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of 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 Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also 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
Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's By-Laws provide for mandatory indemnification of its directors and
officers to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant has entered into Indemnification Agreements with its
officers, directors and key employees. The Indemnification Agreements provide
such directors, officers and key employees with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation also provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages to the
Registrant and its stockholders for a breach of their fiduciary duties as
directors, except for liability for any breach of a director's duty of loyalty
to the Registrant or its stockholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law under Section
174 of the General Corporation Law of Delaware, or for any transaction from
which a director derives any improper personal benefit.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit
Number Exhibit
- ------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-24990 on Form 8-A which
is incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney.*
99.1 Executive and Key Employee Nonstatutory Incentive Stock Option
Plan.*
99.2 Nonstatutory Stock Option Agreement (Form I).*
99.3 Nonstatutory Stock Option Agreement (Form II).*
99.4 1996 Stock Option/Stock Issuance Plan.*
99.5 Form of Notice of Grant of Stock Option.*
99.6 Form of Stock Option Agreement.*
99.7 Form of Addendum to Stock Option Agreement (Involuntary Termination
Following a Corporate Transaction).*
99.8 Form of Notice of Grant of Automatic Stock Option.*
99.9 Form of Automatic Stock Option Agreement.*
99.10 Form of Stock Issuance Agreement.*
99.11 1996 Employee Stock Purchase Plan.
99.12 Stock Purchase Agreement.
99.13 Form of Enrollment/Change Form.
99.14 International Employee Stock Purchase Plan.
99.15 Stock Purchase Agreement.
99.16 Form of Enrollment/Change Form.
*Previously filed with Registration Statement No. 333-10429 on August 19,
1996.
II-2
<PAGE>
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 1933 Act, (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 and (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 clauses (1)(i) and (1)(ii) shall
--------
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 1934 Act that are
incorporated by reference into this 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 the initial bona fide offering thereof; and (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 Registrant's 1996
Stock Option/Stock Issuance Plan and/or Employee Stock Purchase Plan and/or
International Stock Purchase Plan or upon the expiration of all outstanding
options under the Executive and Key Employee Nonstatutory Incentive Stock Option
Plan.
B. 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 Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
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.
II-3
<PAGE>
SIGNATURES
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 Walnut Creek, State of California, on
this 31st day of October, 1996.
WESTERN STAFF SERVICES, INC.
By: /s/W. Robert Stover*
--------------------
W. Robert Stover
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Western Staff Services,
Inc., a Delaware corporation, do hereby constitute and appoint Harvey L. Maslin
and Paul A. Norberg, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ W. Robert Stover* Chairman of the Board of Directors October 31, 1996
- -------------------- and Chief Executive Officer
W. Robert Stover (Principal Executive Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Michael K. Phippen* President, Chief Operating October 31, 1996
- ---------------------- Officer and Director
Michael K. Phippen
/s/Harvey L. Maslin Vice Chairman of the Board October 31, 1996
- ---------------------- of Directors, Chief
Harvey L. Maslin Administrative Officer and
Director
/s/Paul A. Norberg* Executive Vice President,
- ------------------- Chief Financial Officer and
Paul A. Norberg Director (Principal Financial
Officer)
/s/Dirk A. Sodestrom* Vice President and Controller October 31, 1996
- --------------------- (Principal Accounting Officer)
Dirk A. Sodestrom
/s/Gilbert L. Sheffield* Director October 31, 1996
- ------------------------
Gilbert L. Sheffield
/s/Jack D. Samuelson* Director October 31, 1996
- ---------------------
Jack D. Samuelson
*By /s/Harvey L. Maslin October 31, 1996
-------------------
Harvey L. Maslin
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
WESTERN STAFF SERVICES, INC.
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-24990 on Form 8-A which
is incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney.*
99.1 Executive and Key Employee Nonstatutory Incentive Stock Option
Plan.*
99.2 Nonstatutory Stock Option Agreement (Form I).*
99.3 Nonstatutory Stock Option Agreement (Form II).*
99.4 1996 Stock Option/Stock Issuance Plan.*
99.5 Form of Notice of Grant of Stock Option.*
99.6 Form of Stock Option Agreement.*
99.7 Form of Addendum to Stock Option Agreement (Involuntary Termination
Following a Corporate Transaction).*
99.8 Form of Notice of Grant of Automatic Stock Option.*
99.9 Form of Automatic Stock Option Agreement.*
99.10 Form of Stock Issuance Agreement.*
99.11 1996 Employee Stock Purchase Plan.
99.12 Stock Purchase Agreement.
99.13 Form of Enrollment/Change Form.
99.14 International Employee Stock Purchase Plan.
99.15 Stock Purchase Agreement.
99.16 Form of Enrollment/Change Form.
*Previously filed with Registration Statement No. 333-10429 on August 19,
1996.
<PAGE>
EXHIBIT 5
August 16, 1996
Western Staff Services, Inc.
301 Lennon Lane
Walnut Creek, California 94598-2453
Re: Registration Statement for Offering of
an aggregate of 1,548,615 Shares of Common Stock
------------------------------------------------
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 14,803 shares
of the Common Stock of Western Staff Services, Inc. (the "Company") under the
Company's Executive and Key Employee Nonstatutory Incentive Stock Option Plan,
(ii) 1,033,812 shares of Common Stock under the Company's 1996 Stock
Option/Stock Issuance Plan and (iii) 500,000 shares of Common Stock under the
Company's 1996 Employee Stock Purchase Plan. We advise you that, in our
opinion, when such shares have been issued and sold pursuant to the applicable
provisions of the Executive and Key Employee Nonstatutory Incentive Stock Option
Plan, the 1996 Stock Option/Stock Issuance Plan and the 1996 Employee Stock
Purchase Plan and in accordance with the Registration Statement, such shares
will be duly authorized, validly issued, fully paid and non-assessable shares of
the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 28, 1995, appearing on page
F-2 of Western Staff Services, Inc.'s Registration Statement (No. 33-85536) on
Form S-1.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Francisco, California
August 15, 1996
<PAGE>
EXHIBIT 99.11
WESTERN STAFF SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
I. PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is intended to promote the interests
of Western Staff Services, Inc. by providing eligible employees with the
opportunity to acquire a proprietary interest in the Corporation through
participation in a payroll-deduction based employee stock purchase plan designed
to qualify under Section 423 of the Code.
Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common
Stock which may be issued over the term of the Plan and of the International
Employee Stock Purchase Plan (the "International Plan") shall not exceed Five
Hundred Thousand (500,000) shares.
B. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan and the International Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Purchase Date and (iii) the
number and class of securities and the price per share in effect under each
outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder.
IV. PURCHASE PERIODS
A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive purchase periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.
B. Each purchase period shall have a duration of six (6) months.
Purchase
<PAGE>
periods shall run from the first business day in February to the last
business day in July each year and from the first business day in August each
year to the last business day in January of the following year. However, the
first purchase period shall begin on November 3, 1996 and end on the last
business day in January 1997.
V. ELIGIBILITY
A. Each individual who is an Eligible Employee on the start date of
any purchase period shall be eligible to participate in the Plan for that
purchase period.
B. To participate in the Plan for a particular purchase period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization form) and file such forms with the Plan Administrator (or its
designate) on or before the start date of the purchase period.
VI. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Cash Earnings paid to the Participant during each purchase
period, up to a maximum of ten percent (10%). The deduction rate so authorized
shall continue in effect for the entire purchase period. The Participant may
not increase his or her rate of payroll deduction during a purchase period.
However, the Participant may, at any time during the purchase period, reduce his
or her rate of payroll deduction to become effective as soon as possible after
filing the appropriate form with the Plan Administrator. The Participant may
not, however, effect more than one (1) such reduction per purchase period.
B. Payroll deductions shall begin on the first pay day following the
start date of the purchase period and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to
the last day of the purchase period. The amounts so collected shall be credited
to the Participant's book account under the Plan, but no interest shall be paid
on the balance from time to time outstanding in such account. The amounts
collected from the Participant shall not be held in any segregated account or
trust fund and may be commingled with the general assets of the Corporation and
used for general corporate purposes.
C. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.
D. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a
-----------------------
separate purchase right on the start date of each purchase period in which he or
she participates. The purchase right shall provide the Participant with the
right to purchase shares of Common Stock on the Purchase Date upon the terms set
forth below. The Participant shall execute a stock purchase agreement embodying
such terms and such other provisions (not inconsistent with the
2.
<PAGE>
Plan) as the Plan Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
------------------------------
automatically exercised on the Purchase Date, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded pursuant to
the Termination of Purchase Right provisions below) on such date. The purchase
shall be effected by applying the Participant's payroll deductions for the
purchase period ending on such Purchase Date to the purchase of shares of Common
Stock (subject to the limitation on the maximum number of shares purchasable per
Participant on any one Purchase Date) at the purchase price in effect for that
purchase period.
C. PURCHASE PRICE. The purchase price per share at which Common
--------------
Stock will be purchased on the Participant's behalf on each Purchase Date shall
be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
-----
per share of Common Stock on the start date of the purchase period or (ii) the
Fair Market Value per share of Common Stock on that Purchase Date.
D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common
----------------------------
Stock purchasable by a Participant on each Purchase Date shall be the number of
whole shares obtained by dividing the amount collected from the Participant
through payroll deductions during the purchase period ending with that Purchase
Date by the purchase price in effect for that Purchase Date. However, the
maximum number of shares of Common Stock purchasable per Participant on any one
Purchase Date shall not exceed seven hundred fifty (750) shares, subject to
periodic adjustments in the event of certain changes in the Corporation=s
capitalization.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
-------------------------
the purchase of shares of Common Stock on any Purchase Date because they are
not sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded.
F. TERMINATION OF PURCHASE RIGHT. The following provisions shall
-----------------------------
govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the last day
of the purchase period, terminate his or her outstanding purchase right by
filing the appropriate form with the Plan Administrator (or its designate),
and no further payroll deductions shall be collected from the Participant
with respect to the terminated purchase right. Any payroll deductions
collected during the purchase period in which such termination occurs
shall, at the Participant's election, be immediately refunded or held for
the purchase of shares on the next Purchase Date. If no such election is
made at the time such purchase right is terminated,
3.
<PAGE>
then the payroll deductions collected with respect to the terminated right
shall be refunded as soon as possible.
(ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the purchase
period for which the terminated purchase right was granted. In order to
resume participation in any subsequent purchase period, such individual
must re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before the start date of the new purchase period.
(iii) Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status)
while his or her purchase right remains outstanding, then that purchase
right shall immediately terminate, and all of the Participant's payroll
deductions for the purchase period in which the purchase right so
terminates shall be immediately refunded. However, should the Participant
cease to remain in active service by reason of an approved unpaid leave of
absence, then the Participant shall have the right, exercisable up until
the last business day of the purchase period in which such leave commences,
to (a) withdraw all the payroll deductions collected to date on his or her
behalf during such purchase period or (b) have such funds held for the
purchase of shares on the next scheduled Purchase Date. In no event,
however, shall any further payroll deductions be collected on the
Participant's behalf during such leave. Upon the Participant's return to
active service, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began,
unless the Participant withdraws from the Plan prior to his or her return.
G. CORPORATE TRANSACTION. Each outstanding purchase right shall
---------------------
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the purchase period in which such Corporate Transaction occurs to the
purchase of whole shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of
-----
Common Stock on the start date of the purchase period in which such Corporate
Transaction occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Corporate Transaction. However,
the applicable limitation on the number of shares of Common Stock purchasable
per Participant shall continue to apply to any such purchase.
The Corporation shall use its best efforts to provide at least ten
(10) days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.
H. PRORATION OF PURCHASE RIGHTS. Should the total number of shares
----------------------------
of Common Stock which are to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.
4.
<PAGE>
I. ASSIGNABILITY. The purchase right shall be exercisable only by
-------------
the Participant and shall not be assignable or transferable by the Participant.
J. STOCKHOLDER RIGHTS. A Participant shall have no stockholder
------------------
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value of such stock on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.
B. For purposes of applying such accrual limitations, the following
provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue on the Purchase Date in effect for the purchase
period for which such right is granted.
(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock under
one (1) or more other purchase rights at a rate equal to Twenty-Five
Thousand Dollars ($25,000) worth of Common Stock (determined on the basis
of the Fair Market Value per share on the date or dates of grant) for each
calendar year such rights were at any time outstanding.
C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular purchase period, then the payroll
deductions which the Participant made during that purchase period with respect
to such purchase right shall be promptly refunded.
D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on April 25, 1996 and shall
become effective on the November 3, 1996, provided no purchase rights granted
--------
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have
5.
<PAGE>
been approved by the stockholders of the Corporation and (ii) the Corporation
shall have complied with all applicable requirements of the 1933 Act (including
the registration of the shares of Common Stock issuable under the Plan on a Form
S-8 registration statement filed with the Securities and Exchange Commission),
all applicable listing requirements of any stock exchange (or the Nasdaq
National Market, if applicable) on which the Common Stock is listed for trading
and all other applicable requirements established by law or regulation. In the
event such stockholder approval is not obtained, or such compliance is not
effected, within twelve (12) months after the date on which the Plan is adopted
by the Board, the Plan shall terminate and have no further force or effect and
all sums collected from Participants during the initial purchase period
hereunder shall be refunded.
B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest to occur of (i) the last business day in January 2007, (ii)
--------
the date on which all shares available for issuance under the Plan shall have
been sold pursuant to purchase rights exercised under the Plan or (iii) the date
on which all purchase rights are exercised in connection with a Corporate
Transaction. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.
X. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any
time to become effective immediately following the close of any purchase period.
However, the Board may not, without the approval of the Corporation's
stockholders, (i) materially increase the number of shares of Common Stock
issuable under the Plan or the maximum number of shares purchasable per
Participant on any one Purchase Date, except for permissible adjustments in the
event of certain changes in the Corporation's capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares
of Common Stock purchasable under the Plan, or (iii) materially increase the
benefits accruing to Participants under the Plan or materially modify the
requirements for eligibility to participate in the Plan.
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
C. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.
6.
<PAGE>
SCHEDULE A
- ----------
CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF NOVEMBER 3, 1996
----------------------
Western Staff Services, Inc., a Delaware corporation
Western Staff Services (USA), Inc., a California corporation
Western Staff Services (NY), Inc., a New York corporation
Western Technical Services, Inc., a California corporation
APPENDIX
--------
The following definitions shall be in effect under the Plan:
A. BOARD shall mean the Corporation's Board of Directors.
-----
B. CASH EARNINGS shall mean the (i) regular base salary paid to a
-------------
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus (ii)
any pre-tax contributions made by the Participant to any Code Section 401(k)
salary deferral plan or any Code Section 125 cafeteria benefit program now or
hereafter established by the Corporation or any Corporate Affiliate plus (iii)
all overtime payments, bonuses, commissions, current profit-sharing
distributions and other incentive-type payments. However, Cash Earnings shall
NOT include any contributions (other than Code Section 401(k) or Code Section
125 contributions) made on the Participant's behalf by the Corporation or any
Corporate Affiliate under any employee benefit or welfare plan now or hereafter
established.
C. CODE shall mean the Internal Revenue Code of 1986, as amended.
----
D. COMMON STOCK shall mean the Corporation's common stock.
------------
E. CORPORATE AFFILIATE shall mean any parent or subsidiary
-------------------
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.
F. CORPORATE TRANSACTION shall mean either of the following
---------------------
stockholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation.
G. CORPORATION shall mean Western Staff Services, Inc., a Delaware
-----------
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Western Staff Services, Inc. which shall by
appropriate action adopt the Plan.
H. ELIGIBLE EMPLOYEE shall mean any person who is employed by a
-----------------
Participating Corporation on a basis under which he or she is regularly expected
to render more than twenty (20) hours of service per week for more than five
(5) months per calendar year for earnings considered wages under Code Section
3401(a).
I. FAIR MARKET VALUE per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such
quotation exists.
J. 1933 ACT shall mean the Securities Act of 1933, as amended.
--------
K. PARTICIPANT shall mean any Eligible Employee of a Participating
-----------
Corporation who is actively participating in the Plan.
L. PARTICIPATING CORPORATION shall mean the Corporation and such
-------------------------
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan as of the November 3, 1996 effective date
are listed in attached Schedule A.
M. PLAN shall mean the Corporation=s Employee Stock Purchase Plan,
----
as set forth in this document.
N. PLAN ADMINISTRATOR shall mean the committee of two (2) or more
------------------
non-employee Board members appointed by the Board to administer the Plan.
O. PURCHASE DATE shall mean the last business day of each purchase
-------------
period. The initial Purchase Date shall be January 31, 1997.
P. STOCK EXCHANGE shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.
<PAGE>
EXHIBIT 99.12
WESTERN STAFF SERVICES, INC.
STOCK PURCHASE AGREEMENT
------------------------
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") beginning with the purchase period specified below, and I hereby
subscribe to purchase shares of Common Stock of Western Staff Services, Inc.
(the "Corporation") in accordance with the provisions of this Agreement and the
ESPP. I hereby authorize payroll deductions from each of my paychecks following
my entry into the ESPP in the 1% multiple of my earnings (not to exceed a
maximum of 10%) specified in my attached Enrollment Form.
Purchase periods under the ESPP will run from the first business day in
February to the last business day in July each year, and from the first business
day in August each year to the last business day in January of the following
year. The initial purchase period under the ESPP will begin on November 3, 1996
and end on January 31, 1997. My participation will automatically remain in
effect from one purchase period to the next in accordance with this Agreement
and my payroll deduction authorization, unless I withdraw from the ESPP or
change the rate of my payroll deduction or unless my employment status changes.
I may reduce the rate of my payroll deductions once per purchase period, and I
may increase the rate of my payroll deductions to become effective at the start
of any subsequent purchase period.
My payroll deductions will be accumulated for the purchase of shares of the
Corporation's Common Stock on the last business day of each purchase period.
The purchase price per share shall be equal to 85% of the lower of (i) the fair
-----
market value per share of Common Stock on the start date of the purchase period
or (ii) the fair market value per share on the last day of that purchase period.
I will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase on any one purchase date to 750 shares, for a
maximum of 1,500 shares per calendar year and (ii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last business day of
a purchase period and elect either to have the Corporation refund all my payroll
deductions for that purchase period or to have those payroll deductions applied
to the purchase of shares of the Corporation's Common Stock at the end of such
period. However, I may not rejoin that particular purchase period at any later
date. Upon the termination of my employment for any reason, including death or
disability, or my loss of eligible employee status, my participation in the ESPP
will immediately cease and all my payroll deductions for the purchase period in
which my employment terminates or my loss of eligibility occurs will
automatically be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase period. Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the end of
each purchase period will automatically be deposited into a brokerage account
which the Corporation will designate and open on my behalf. I will notify the
Corporation of any sale or disposition of my ESPP shares, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such sale or disposition.
The Corporation has the right, exercisable in its sole discretion, to amend
or terminate the ESPP at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase period. Should the Corporation elect to
terminate the ESPP, I will have no further rights to purchase shares of Common
Stock pursuant to this Agreement.
I have received a copy of the official Plan Prospectus summarizing the
major features of the ESPP. I have read this Agreement and the Prospectus and
hereby agree to be bound by the terms of both this Agreement and the ESPP. The
effectiveness of this Agreement is dependent upon my eligibility to participate
in the ESPP.
Date:___________, 199___ ________________________________________
Signature of Employee
Printed Name: ______________________
Entry Date: _____________, 199___
<PAGE>
Exhibit 99.13
WESTERN STAFF SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
ENROLLMENT/CHANGE FORM
<TABLE>
<CAPTION>
<S> <C> <C>
Action Complete Sections:
------ -----------------
- --------------
| SECTION 1: | [_] New Enrollment 2, 3, 6, 7 and sign attached
- -------------- ---
ACTIONS Stock Purchase Agreement
[_] Payroll Deduction Change 2, 4, 7
[_] Terminate Payroll Deductions 2, 5, 7
[_] Beneficiary Change 2, 6, 7
==============================================================================================================================
- --------------
| SECTION 2: |
- --------------
Name _________________________________________________________________________________
PERSONNEL Last First MI Dept.
DATA
Home or Mailing Address ______________________________________________________________
Street
______________________________________________________________________________________
City State Zip Code
Social Security #: [_][_][_]-[_][_]-[_][_][_][_]
==============================================================================================================================
- --------------
| SECTION 3: |
- --------------
Effective with the Purchase Period Beginning: Payroll Deduction Amount: _____% of cash earnings*
NEW [_] February __, 199__
ENROLLMENT [_] August __, 199__ * Must be a multiple of 1% up to a maximum of 10% of
cash earnings
[_] Initial Purchase Period -- November 3, 1996
==============================================================================================================================
- --------------
| SECTION 4: |
- --------------
PAYROLL Effective with the I authorize the following new level of payroll
DEDUCTION Pay Period Beginning: ______________________________ deduction: _______% of cash earnings
CHANGE Month, Day and Year
* Must be a multiple of 1% up to a
maximum of 10% of cash earnings
NOTE: You may reduce your rate of payroll deductions once per purchase period to become effective as soon as possible
---- following the filing of the change form. You may also increase your rate of payroll deductions to become
effective as of the start date of the next purchase period.
==============================================================================================================================
- --------------
| SECTION 5: |
- --------------
Effective with the Your election to terminate your payroll deductions
TERMINATE Pay Period Beginning: ______________________________ for the balance of the purchase period cannot be changed,
PAYROLL Month, Day and Year and you may not rejoin the purchase period at a later
DEDUCTIONS date. You will not be able to resume participation in
the ESPP prior to the commencement of the next
purchase period.
In connection with my voluntary termination of payroll deductions (or an approved leave of absence), I elect the
following action regarding my ESPP payroll deductions to date in the current purchase period:
[_] Purchase shares of Western Staff Services, Inc. at end of the period
OR
[_] Refund ESPP payroll deductions collected
NOTE: If your employment terminates for any reason or your eligibility status changes (less than 20 hrs/wk or less than 5
---- months/yr), you will immediately cease to participate in the ESPP, and your ESPP payroll deductions collected in
that purchase period will automatically be refunded to you.
==============================================================================================================================
- --------------
| SECTION 6: |
- --------------
Beneficiary(ies) Relationship of Beneficiary(ies)
---------------- --------------------------------
BENEFICIARY
----------------------------------------------------- ---------------------------------------------------
----------------------------------------------------- ---------------------------------------------------
==============================================================================================================================
- --------------
| SECTION 7: |
- --------------
AUTHORIZATION
I WOULD LIKE MY CERTIFICATE TO BE ISSUED AS FOLLOWS: (PRINT NAME(S) EXACTLY AS THEY SHOULD APPEAR.)
[_] My name only, ____________________________________________________.
[_] My name, ________________________________________________, and my spouse, _______________________________, [_] AS COMMUNITY
PROPERTY OR [_] AS JOINT TENANTS.
[_] Issued in street name and delivered to the Corporation-designated brokerage account maintained on my behalf.
- ----------------------------- ---------------------------------------------------
Date Signature of Employee
</TABLE>
<PAGE>
Exhibit 99.14
WESTERN STAFF SERVICES, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
------------------------------------------
I. PURPOSE OF THE PLAN
This International Employee Stock Purchase Plan is intended to
promote the interests of Western Staff Services, Inc. by providing eligible
employees of the Corporation's Foreign Subsidiaries with the opportunity to
acquire a proprietary interest in the Corporation through the purchase of shares
of the Corporation's Common Stock at periodic intervals.
Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan and the U.S. Plan shall not exceed
Five Hundred Thousand (500,000) shares.
B. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan and the U.S. Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date and (iii) the number and
class of securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits
thereunder.
IV. PURCHASE PERIODS
A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive purchase periods until such time as (i) the
maximum number
<PAGE>
of shares of Common Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated.
B. Each purchase period shall have a duration of six (6) months.
Purchase periods shall run from the first business day in February to the last
business day in July and from the first business day in August to the last
business day in January of the following year. However, the first purchase
period shall begin on November 3, 1996 and end on the last business day in
January 1997.
V. ELIGIBILITY
A. Each individual who is an Eligible Employee on the start date of
any purchase period shall be eligible to participate in the Plan for that
purchase period. However, each individual who is an Eligible Employee of a
Foreign Subsidiary which designates an Effective Date that is not the start date
of a purchase period shall be eligible to participate in the Plan for the
purchase period during which the Effective Date occurs beginning with such
Effective Date.
B. To participate in the Plan for a particular purchase period, the
Eligible Employee must complete the enrollment form(s) prescribed by the Plan
Administrator and file such form(s) with the Plan Administrator (or its
designate) on or before the start date of the purchase period.
VI. PAYMENT FOR THE SHARES
A. Except to the extent otherwise provided in the Plan (or any
Addendum thereto) or authorized by the Plan Administrator, the purchase price
for the shares of Common Stock acquired under the Plan shall be paid from
accumulated payroll deductions authorized by the Participant.
B. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Cash Earnings paid to the Participant during each purchase
period, up to a maximum of ten percent (10%). The deduction rate so authorized
shall continue in effect for the entire purchase period. The Participant may not
increase his or her rate of payroll deduction during a purchase period. However,
the Participant may, at any time during the purchase period, reduce his or her
rate of payroll deduction to become effective as soon as possible after filing
the appropriate form with the Plan Administrator. The Participant may not,
however, effect more than one (1) such reduction per purchase period.
C. Payroll deductions shall begin on the first pay day following the
start date of the purchase period and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to
the last day of the purchase period. The payroll deductions so collected shall
be credited to the Participant's book account under
2.
<PAGE>
the Plan, initially in the currency in which paid by the Foreign Subsidiary.
Except to the extent otherwise provided by the Plan Administrator (or any
Addendum to the Plan), no interest shall be paid on the balance from time to
time outstanding in such account and the amounts collected from the Participant
shall not be held in any segregated account or trust fund and may be commingled
with the general assets of the Corporation and used for general corporate
purposes.
D. The payroll deductions credited to each Participant's book
account during each calendar month shall be converted into U.S. Dollars on the
Exchange Date for that month on the basis of the exchange rate in effect on such
date. The Plan Administrator shall have the absolute discretion to determine the
applicable exchange rate to be in effect for each Exchange Date by any
reasonable method (including, without limitation, the exchange rate actually
available in the ordinary course of business on such date). Any changes or
fluctuations in the exchange rate at which the payroll deductions collected on
the Participant's behalf are converted into U.S. Dollars on each Exchange Date
shall be borne solely by the Participant.
E. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.
F. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a
-----------------------
separate purchase right on the start date of each purchase period in which he or
she participates. The purchase right shall provide the Participant with the
right to purchase shares of Common Stock on the Purchase Date upon the terms set
forth below. The Participant shall execute a stock purchase agreement embodying
such terms and such other provisions (not inconsistent with the Plan) as the
Plan Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
------------------------------
automatically exercised on the Purchase Date, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded pursuant to
the Termination of Purchase Right provisions below) on such date. The purchase
shall be effected by applying the
3.
<PAGE>
Participant's payroll deductions (as converted into U.S. Dollars) for the
purchase period ending on such Purchase Date to the purchase of shares of Common
Stock (subject to the limitation on the maximum number of shares purchasable per
Participant on any one Purchase Date) at the purchase price in effect for that
purchase period.
C. PURCHASE PRICE. The purchase price per share at which Common
--------------
Stock will be purchased on the Participant's behalf on each Purchase Date shall
be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
-----
per share of Common Stock on the start date of the purchase period or (ii) the
Fair Market Value per share of Common Stock on that Purchase Date.
D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common
----------------------------
Stock purchasable by a Participant on each Purchase Date shall be the number of
whole shares obtained by dividing the amount collected from the Participant
through payroll deductions (as converted into U.S. Dollars) during the purchase
period ending with that Purchase Date by the purchase price in effect for that
Purchase Date. However, the maximum number of shares of Common Stock purchasable
per Participant on any one Purchase Date shall not exceed seven hundred fifty
(750) shares, subject to periodic adjustments in the event of certain changes in
the Corporation's capitalization.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
-------------------------
the purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded in the currency in which collected.
F. TERMINATION OF PURCHASE RIGHT. The following provisions shall
-----------------------------
govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the last day of the
purchase period, terminate his or her outstanding purchase right by filing
the appropriate form with the Plan Administrator (or its designate), and no
further payroll deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll deductions collected
during the purchase period in which such termination occurs shall, at the
Participant's election, be immediately refunded in the currency in which
collected or held for the purchase of shares on the next Purchase Date. If
no such election is made at the time such purchase right is terminated,
then the payroll deductions collected with respect to the terminated right
shall be refunded as soon as possible.
4.
<PAGE>
(ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the purchase
period for which the terminated purchase right was granted. In order to
resume participation in any subsequent purchase period, such individual
must re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before the start date of the new purchase period.
(iii) Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status)
while his or her purchase right remains outstanding, then that purchase
right shall immediately terminate, and all of the Participant's payroll
deductions for the purchase period in which the purchase right so
terminates shall be immediately refunded in the currency in which
collected. However, should the Participant cease to remain in active
service by reason of an approved unpaid leave of absence, then the
Participant shall have the right, exercisable up until the last business
day of the purchase period in which such leave commences, to (a) withdraw
all the payroll deductions collected to date on his or her behalf during
such purchase period or (b) have such funds held for the purchase of shares
on the next scheduled Purchase Date. In no event, however, shall any
further payroll deductions be collected on the Participant's behalf during
such leave. Upon the Participant's return to active service, his or her
payroll deductions under the Plan shall automatically resume at the rate in
effect at the time the leave began, unless the Participant withdraws from
the Plan prior to his or her return.
G. TRANSFER OF EMPLOYMENT. In the event that a Participant who is
----------------------
an Employee of a Foreign Subsidiary is transferred and becomes an Employee of
the Corporation during a purchase period under the Plan, such individual shall
continue to remain a Participant in the Plan and payroll deductions shall
continue to be collected until the next purchase date as if the Participant had
remained an Employee of the Foreign Subsidiary.
In the event that an Employee of the Corporation who is a participant
in the U.S. Plan is transferred and becomes an Employee of a Foreign Subsidiary
during a purchase period in effect under the U.S. Plan, such individual shall
automatically become a Participant under the Plan for the duration of the
purchase period in effect at that time under the Plan and the balance in such
individual's book account maintained under the U.S. Plan shall be transferred as
a balance to a book account opened for such individual under the Plan. Such
balance, together with all other payroll deductions collected from such
individual by the Foreign Subsidiary for the remainder of the purchase period
under the Plan (as converted into U.S. Dollars), shall be applied on the next
purchase date to the purchase of Stock under the Plan.
5.
<PAGE>
H. CORPORATE TRANSACTION. Each outstanding purchase right shall
---------------------
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions (as converted into
U.S. Dollars) of each Participant for the purchase period in which such
Corporate Transaction occurs to the purchase of whole shares of Common Stock at
a purchase price per share equal to eighty-five percent (85%) of the lower of
-----
(i) the Fair Market Value per share of Common Stock on the start date of the
purchase period in which such Corporate Transaction occurs or (ii) the Fair
Market Value per share of Common Stock immediately prior to the effective date
of such Corporate Transaction. However, the applicable limitation on the number
of shares of Common Stock purchasable per Participant shall continue to apply to
any such purchase. Payroll deductions not yet converted into U.S. Dollars at
the time of the Corporate Transaction shall be converted from the currency in
which paid by the Foreign Subsidiary into U.S. Dollars on the basis of the
exchange rate in effect as determined by the Plan Administrator at the time of
the Corporate Transaction.
The Corporation shall use its best efforts to provide at least ten
(10) days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.
I. PRORATION OF PURCHASE RIGHTS. Should the total number of shares
----------------------------
of Common Stock which are to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant (and each Participant in the U.S. Plan),
to the extent in excess of the aggregate purchase price payable for the Common
Stock pro-rated to such individual, shall be refunded.
J. ASSIGNABILITY. The purchase right shall be exercisable only by
-------------
the Participant and shall not be assignable or transferable by the Participant.
K. STOCKHOLDER RIGHTS. A Participant shall have no stockholder
------------------
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-
6.
<PAGE>
Five Thousand U.S. Dollars (U.S.$25,000) worth of stock of the Corporation or
any Corporate Affiliate (determined on the basis of the Fair Market Value of
such stock on the date or dates such rights are granted) for each calendar year
such rights are at any time outstanding.
B. For purposes of applying such accrual limitations, the following
provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue on the Purchase Date in effect for the purchase
period for which such right is granted.
(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock under
one (1) or more other purchase rights at a rate equal to Twenty-Five
Thousand U.S. Dollars (U.S.$25,000) worth of Common Stock (determined on
the basis of the Fair Market Value per share on the date or dates of grant)
for each calendar year such rights were at any time outstanding.
C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular purchase period, then the payroll
deductions which the Participant made during that purchase period with respect
to such purchase right shall be promptly refunded.
D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on October 15, 1996 and shall
become effective on November 3, 1996, provided no purchase rights granted under
--------
the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such compliance is not effected,
within twelve (12) months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect and all sums
collected from Participants during the initial purchase period hereunder shall
be refunded.
7.
<PAGE>
B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest to occur of (i) the last business day in January 2007, (ii)
--------
the date on which all shares available for issuance under the Plan shall have
been sold pursuant to purchase rights exercised under the Plan or (iii) the date
on which all purchase rights are exercised in connection with a Corporate
Transaction. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.
X. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any
time to become effective immediately following the close of any purchase period.
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
C. Except to the extent otherwise provided in any Addendum to the
Plan, the provisions of the Plan shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules.
D. A Foreign Subsidiary or the Plan Administrator, as the case may
be, shall have the right to deduct from any payment to be made under this Plan,
or to otherwise require, prior to the issuance or delivery of any shares of
Common Stock or the payment of any cash, payment by each Participant of any tax
required by applicable law to be withheld.
E. Additional provisions for individual Foreign Subsidiaries may be
incorporated in one or more Addenda to the Plan. Such Addenda shall have full
force and effect with respect to the Foreign Subsidiaries to which they apply.
In the event of a conflict between the provisions of such an Addendum and one or
more other provisions of the Plan, the provisions of the Addendum shall be
controlling.
8.
<PAGE>
SCHEDULE A
----------
CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF NOVEMBER 3, 1996
Western Staff Services (U.K.) Limited
Western Service A/S (effective February 1, 1997)
Kontorservice A/S
Kontorservice, Inc.
Western Staff Services (N.Z.) Limited
<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Plan:
A. BOARD shall mean the Corporation's Board of Directors.
-----
B. CASH EARNINGS shall mean the (i) regular base salary paid to a
-------------
Participant by one or more Foreign Subsidiaries during such individual's period
of participation in one or more purchase periods under the Plan plus (ii) all
overtime payments, bonuses, commissions, current profit-sharing distributions
and other incentive-type payments. However, Cash Earnings shall NOT include any
contributions made on the Participant's behalf by the Corporation or any
Corporate Affiliate under any employee benefit or welfare plan now or hereafter
established.
C. CODE shall mean the U.S. Internal Revenue Code of 1986, as
----
amended.
D. COMMON STOCK shall mean the Corporation's common stock.
------------
E. CORPORATE AFFILIATE shall mean any parent or subsidiary
-------------------
corporation of the Corporation, whether now existing or subsequently
established.
F. CORPORATE TRANSACTION shall mean either of the following
---------------------
stockholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation.
G. CORPORATION shall mean Western Staff Services, Inc., a Delaware
-----------
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Western Staff Services, Inc. which shall by
appropriate action adopt the Plan.
H. EFFECTIVE DATE shall mean November 3, 1996. Any Foreign
--------------
Subsidiary which elects, with the approval of the Board, to extend the benefits
of this Plan to its employees after such Effective Date shall designate a
subsequent Effective Date with respect to its employee-Participants.
A-1.
<PAGE>
I. ELIGIBLE EMPLOYEE shall mean any person who is employed by a
-----------------
Participating Corporation as a regular staff employee (and not temporary) on a
basis under which he or she is regularly expected to render more than twenty
(20) hours of service per week for more than five (5) months per calendar year
for earnings considered wages under Code Section 3401(a).
J. EXCHANGE DATE shall mean the last U.S. business day of each month
-------------
during a purchase period, on which date the foreign currency payroll deductions
collected on behalf of the Participants during that month are to be converted
into U.S. Dollars.
K. FAIR MARKET VALUE per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.
L. FOREIGN SUBSIDIARY shall mean any non-U.S. Corporate Affiliate or
------------------
Affiliates as may be authorized from time to time by the Board to extend the
benefits of the Plan to their Eligible Employees. The Foreign Subsidiaries
participating in the Plan as of the Effective Date are listed in attached
Schedule A.
M. 1933 ACT shall mean the Securities Act of 1933, as amended.
--------
N. PARTICIPANT shall mean any Eligible Employee of a Participating
-----------
Corporation who is actively participating in the Plan.
O. PLAN shall mean the Corporation's International Employee Stock
----
Purchase Plan, as set forth in this document.
A-2.
<PAGE>
P. PLAN ADMINISTRATOR shall mean the committee of two (2) or more
------------------
non-employee Board members appointed by the Board to administer the Plan.
Q. PURCHASE DATE shall mean the last business day of each purchase
-------------
period. The initial Purchase Date shall be January 31, 1997.
R. STOCK EXCHANGE shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.
S. U.S. PLAN shall mean the Western Staff Services, Inc. Employee
---------
Stock Purchase Plan.
A-3.
<PAGE>
Exhibit 99.15
WESTERN STAFF SERVICES, INC.
STOCK PURCHASE AGREEMENT
------------------------
I hereby elect to participate in the International Employee Stock Purchase
Plan (the "Plan") beginning with the purchase period specified below, and I
hereby subscribe to purchase shares of Common Stock of Western Staff Services,
Inc. (the "Corporation") in accordance with the provisions of this Agreement and
the Plan. I hereby authorize my employer to make payroll deductions from each
of my paychecks following my entry into the Plan in the 1% multiple of my
earnings (not to exceed a maximum of 10%) specified in my attached Enrollment
Form.
Purchase periods under the Plan will run from the first business day in
February to the last business day in July each year and from the first business
day in August each year to the last business day in January of the following
year. The initial purchase period under the Plan will begin on November 3, 1996
and end on the last business day in January 1997. My participation will
automatically remain in effect from one purchase period to the next in
accordance with this Agreement and my payroll deduction authorization, unless I
withdraw from the Plan or change the rate of my payroll deduction or unless my
employment status changes. I may reduce the rate of my payroll deductions once
per purchase period, and I may increase the rate of my payroll deductions to
become effective at the start of any subsequent purchase period.
My payroll deductions will be converted into U.S. Dollars on the last U.S.
business day of each month. My payroll deductions as so converted will be
accumulated for the purchase of shares of Common Stock on the last U.S. business
day of each purchase period. The purchase price per share will be equal to 85%
of the lower of (i) the fair market value per share of Common Stock on the start
-----
date of the purchase period or (ii) the fair market value per share on the last
day of that purchase period. I will also be subject to Plan restrictions (i)
limiting the maximum number of shares which I may purchase on any one purchase
date to 750 shares, for a maximum of 1,500 shares per calendar year and (ii)
prohibiting me from purchasing more than U.S.$25,000 worth of Common Stock for
each calendar year my purchase right remains outstanding.
I may withdraw from the Plan at any time prior to the last business day of
a purchase period and elect either to have the Corporation refund all my payroll
deductions for that purchase period or to have those payroll deductions applied
to the purchase of shares of the Corporation's Common Stock at the end of such
period. However, I may not rejoin that particular purchase period at any later
date. Upon the termination of my employment for any reason, including death or
disability, or my loss of eligible employee status, my participation in the Plan
will immediately cease and all my payroll deductions for the purchase period in
which my employment terminates or my loss of eligibility occurs will
automatically be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase period. Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the end of
each purchase period will automatically be deposited into a brokerage account
which the Corporation will designate and open on my behalf. I will notify the
Corporation of any sale or disposition of my Plan shares, and I will satisfy all
applicable tax withholding requirements at the time of such sale or disposition.
The Corporation has the right, exercisable in its sole discretion, to amend
or terminate the Plan at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase period. Should the Corporation elect to
terminate the Plan, I will have no further rights to purchase shares of Common
Stock pursuant to this Agreement.
I have received a copy of the Plan Summary and Prospectus summarizing the
major features of the Plan. I have read this Agreement and the Prospectus and
hereby agree to be bound by the terms of both this Agreement and the Plan. The
effectiveness of this Agreement is dependent upon my eligibility to participate
in the Plan.
I acknowledge that I have received and may continue to receive the
opportunity to purchase Common Stock under the Plan. I understand that the
grant of a purchase right in one year or at one time does not in any way
obligate the Corporation or my employer to make a grant or award in any future
year or in any given amount. I acknowledge and understand that the Plan is
wholly discretionary in nature and is not to be considered part of my normal or
expected compensation subject to severance, resignation, redundancy or similar
pay.
I hereby authorize and direct my employer to disclose to the Corporation or
any of its subsidiaries such information regarding my employment, the nature and
amount of my compensation and the fact and conditions of my participation in the
Plan as my employer deems necessary to facilitate the administration of such
Plan.
Date: _________________, 199__ _____________________________________
Signature of Employee
Entry Date: ________________, 199__ Printed Name: ________________________
<PAGE>
Exhibit 99.16
WESTERN STAFF SERVICES, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN ("IESPP")
ENROLLMENT/CHANGE FORM
<TABLE>
<CAPTION>
<S> <C> <C>
Action Complete Sections:
------ -----------------
- --------------
| SECTION 1: | [ ] New Enrollment 2, 3, 6, 7 and sign attached
- -------------- ---
ACTIONS Stock Purchase Agreement
[ ] Payroll Deduction Change 2, 4, 7
[ ] Terminate Payroll Deductions 2, 5, 7
[ ] Beneficiary Change 2, 6, 7
==============================================================================================================================
- --------------
| SECTION 2: |
- --------------
Name ________________________________________________________________________
PERSONNEL Last First MI Dept.
DATA
Home or Mailing Address _____________________________________________________________
Street
_____________________________________________________________________________________
City State Zip Code
Social Security #: [ ][ ][ ]-[ ][ ]-[ ][ ][ ][ ]
==============================================================================================================================
- --------------
| SECTION 3: |
- --------------
Effective with the Purchase Period Beginning: Payroll Deduction Amount: _____% of cash earnings*
NEW [ ] February __, 199__
ENROLLMENT [ ] August __, 199__ * Must be a multiple of 1% up to a maximum of 10% of
cash earnings
[ ] Initial Purchase Period -- November 3, 1996
==============================================================================================================================
- --------------
| SECTION 4: |
- --------------
PAYROLL Effective with the I authorize the following new level of payroll
DEDUCTION Pay Period Beginning: ______________________________ deduction: _______% of cash earnings
CHANGE Month, Day and Year
* Must be a multiple of 1% up to a
maximum of 10% of cash earnings
NOTE: You may reduce your rate of payroll deductions once per
----
purchase period to become effective as soon as possible
following the filing of the change form. You may also
increase your rate of payroll deductions to become effective
as of the start date of the next purchase period.
==============================================================================================================================
- --------------
| SECTION 5: |
- --------------
Effective with the Your election to terminate your payroll deductions
TERMINATE Pay Period Beginning: ______________________________ for the balance of the purchase period cannot be changed,
PAYROLL Month, Day and Year and you may not rejoin the purchase period at a later
DEDUCTIONS date. You will not be able to resume participation in
the IESPP prior to the commencement of the next
purchase period.
In connection with my voluntary termination of payroll deductions (or an approved leave of absence), I elect the
following action regarding my IESPP payroll deductions to date in the current purchase period:
[ ] Purchase shares of Western Staff Services, Inc. at end of the period
OR
[ ] Refund IESPP payroll deductions collected
NOTE: If your employment terminates for any reason or your eligibility status changes (less than 20 hrs/wk or less than 5
---- months/yr), you will immediately cease to participate in the IESPP, and your IESPP payroll deductions collected in
that purchase period will automatically be refunded to you.
==============================================================================================================================
- --------------
| SECTION 6: |
- --------------
Beneficiary(ies) Relationship of Beneficiary(ies)
---------------- --------------------------------
BENEFICIARY
----------------------------------------------------- ---------------------------------------------------
----------------------------------------------------- ---------------------------------------------------
==============================================================================================================================
- --------------
| SECTION 7: |
- --------------
AUTHORIZATION
I WOULD LIKE MY CERTIFICATE TO BE ISSUED AS FOLLOWS: (PRINT NAME(S) EXACTLY AS THEY SHOULD APPEAR.)
[ ] My name only, ____________________________________________________.
[ ] My name, ________________________________________________, and my spouse, _______________________________, [ ] AS COMMUNITY
PROPERTY OR [ ] AS JOINT TENANTS.
[ ] Issued in street name and delivered to the Corporation-designated brokerage account maintained on my behalf.
- ----------------------------- ---------------------------------------------------
Date Signature of Employee
</TABLE>
