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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
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PERSONNEL GROUP OF AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 56-1930691
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization Identification No.)
6302 FAIRVIEW ROAD, SUITE 201
CHARLOTTE, NC 28210
(704) 442-5100
(Address of Principal Executive Offices, including Zip Code)
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THE 1997 EMPLOYEE STOCK PURCHASE PLAN
OF PERSONNEL GROUP OF AMERICA, INC.
(Full Title of the Plan)
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Copy to:
KEN R. BRAMLETT, JR.
SENIOR VICE PRESIDENT
PERSONNEL GROUP OF AMERICA, INC.
6302 FAIRVIEW ROAD, SUITE 201
CHARLOTTE, NC 28210
(704) 442-5100
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share (1) Price (1) Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $32.60 $16,300,000 $4,939.40
$0.01 par value (including
rights to purchase Common
Stock thereunder)
</TABLE>
(1) Estimated solely for purpose of calculating the registration pursuant to
Rule 457(h), based on the market value of the Common Stock, par value
$0.01 per share, of Personnel Group of America, Inc. (the "Shares"),
which is the average of the high and low prices of the Shares reported on
the New York Stock Exchange on October 28, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Personnel Group of America, Inc. (the
"Registrant") are incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above;
(c) The description of the Shares contained in the
Registrant's Registration Statement on Form S-1 (File No. 33-95228), as
amended; and
(d) All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange 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 from the date of filing such documents
with the Commission.
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 other subsequently filed document (which also is or
is deemed to be incorporated by reference herein) modifies or
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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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he 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, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director,
officer, employee or agent of the corporation against any liability asserted
against him or incurred by him in any such capacity or arising out of his status
as such
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whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duty. However, no such provision may eliminate or limit the liability
of a director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
The Registrant's certificate of incorporation provides that, to the
extent permitted by Delaware law, each director shall not be liable for monetary
damages for breach of such director's fiduciary duty as a director to the
Registrant and its stockholders. In addition, the Registrant's bylaws provide
that the Registrant will indemnify, to the full extent permitted by law, its
directors and officers, and may indemnify, at the discretion of the Board of
Directors, employees and agents, against losses incurred by any such person by
reason of the fact that such person was acting in such capacity. The Registrant
maintains insurance for the benefit of its directors and officers insuring
against all liabilities that may be incurred by such director or officer in or
arising out of his capacity as a director, officer, employee and/or agent of the
Registrant. The Registrant has also entered into individual indemnification
agreements with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index on page 9.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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 hereof)
which, individually or in the
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aggregate, represent a fundamental
change in the information set forth in this
Registration Statement. Notwithstanding the
foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than a 20%
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 this Registration Statement 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.
(c) The undersigned Registrant hereby undertakes that 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, 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
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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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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 Charlotte, State of North Carolina, on this 30th day
of October, 1997.
Personnel Group of America, Inc.
By: /s/ Edward P. Drudge, Jr.
-------------------------------
Edward P. Drudge, Jr.
Chief Executive Officer
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POWER OF ATTORNEY
Each undersigned director and officer of Personnel Group of America,
Inc. hereby constitutes and appoints Edward P. Drudge, Jr. and Ken R. Bramlett,
Jr., and each of them, with full power to act without the other and with full
power of substitution and resubstitution, his true and lawful attorneys-in-fact
and agents, for him and in his name, place, and stead, in any and all
capacities, to sign on his behalf any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
any related registration statement (and any amendments thereto) filed pursuant
to Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission, and
grants unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as fully as to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms all that such
attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Edward P. Drudge, Jr. Chairman, Director and October 30, 1997
- -------------------------------------------- Chief Executive Officer
Edward P. Drudge, Jr. (Principal Executive
Officer)
/s/ James C. Hunt Director, Chief Financial October 30, 1997
- -------------------------------------------- Officer (Principal
James C. Hunt Financial Officer and
Accounting Officer)
Director
- --------------------------------------------
Kevin P. Egan
/s/ J. Roger King Director October 30, 1997
- --------------------------------------------
J. Roger King
/s/ James V. Napier Director October 30, 1997
- --------------------------------------------
James V. Napier
/s/ William J. Simione, Jr. Director October 30, 1997
- --------------------------------------------
William J. Simione, Jr.
/s/ Ken. R. Bramlett, Jr. Director October 30, 1997
- --------------------------------------------
Ken R. Bramlett, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
FILED HEREWITH(*) OR
EXHIBIT INCORPORATED BY REFERENCE COMPANY REG. NO.
NUMBER DESCRIPTION FROM PREVIOUS EXHIBIT NUMBER OR REPORT
- ------ ----------- ---------------------------- -------------------
<C> <C> <C> <C>
3.1 Amended and Restated Certificate of 3.1 333-31863
Incorporation of the Registrant
4.1 The 1997 Employee Stock Purchase Plan of the Exhibit C Definitive Proxy
Registrant Statement Filed April
10, 1997
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A. *
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Robinson, Bradshaw & Hinson, P.A.
(included in Exhibit 5.1)
24.1 Powers of Attorney (Included in signature pages)
</TABLE>
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EXHIBIT 5.1
[ROBINSON, BRADSHAW & HINSON, P.A. LETTERHEAD]
PATRICK S. BRYANT
(704) 377-8366
October 30, 1997
Personnel Group of America, Inc.
6302 Fairview Road, Suite 201
Charlotte, North Carolina 28210
Ladies and Gentlemen:
We refer to the Registration Statement, as amended, of Personnel Group
of America, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), filed with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, up to 500,000 shares
of the Company's Common Stock, par value $.01 per share (the "Shares"), that may
be issued in accordance with the Company's 1997 Employee Stock Purchase Plan
(the "Plan"). We have examined the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company, minutes of
applicable meetings of the Board of Directors of the Company, and other Company
records, together with applicable certificates of public officials and other
documents that we have deemed relevant.
Based upon the foregoing and subject to the conditions set forth below,
it is our opinion that the Shares, if and when issued and sold as contemplated
by the Registration Statement, will be legally issued, fully paid and
nonassessable.
We have assumed that the Company and those persons purchasing Shares
under the Plan will have complied with the relevant requirements of the Plan.
The opinions expressed herein are contingent upon the Company's
Restated Certificate of Incorporation and Amended and Restated Bylaws not being
further amended prior to the issuance of
any Shares after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and to the use of our name appearing in the Registration
Statement and any amendment thereto.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States, and we
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Personnel Group of America, Inc.
October 31, 1997
Page 2
- ---------------------------------
express no opinion with respect to the laws of any other state or
jurisdiction.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Patrick S. Bryant
Patrick S. Bryant
PSB:spl
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 7, 1997, included in Personnel Group of America, Inc.'s Form 10-K for
the year ended December 29, 1996, and to all references to our firm included in
or made a part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Charlotte, North Carolina
October 31, 1997
