Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0812977
(State of incorporation) (IRS Employer Identification No.)
4724 S.W. Macadam Avenue
Portland, Oregon 97239
(Address of principal executive offices) (Zip Code)
BARRETT BUSINESS SERVICES, INC., 2003 STOCK INCENTIVE PLAN
(Full title of the plan)
William W. Sherertz
President
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97239
Telephone (503) 220-0988
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount to be Maximum Proposed Amount of
Securities to be Registered Offering Price Maximum Registration
Registered Per Share Aggregate Fee
Offering Price
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Common Stock, $.01
par value, and 400,000 (2) $1,121,350 (2) $91.00
options and other shares
rights related
thereto(1)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminate number of additional shares
reserved for issuance under the 2003 Stock Incentive Plan (the "Plan") as
a result of any future stock split, stock dividend, or similar adjustment
of the outstanding common stock.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
the registration fee have been computed based on the sum of (a) $15,350,
which represents the aggregate exercise price of presently outstanding
options to purchase 5,000 shares of common stock, and (b) $1,106,000,
which represents the fair market value of 395,000 shares of common stock
as to which additional awards may be granted under the Plan. This latter
figure was calculated based on the average of the high and low sales
prices of the common stock reported on the SmallCap(TM) tier of The
Nasdaq Stock Market on May 29, 2003, $2.80.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003.
(c) The registrant's Current Report on Form 8-K dated March 19, 2003.
(d) The description of the registrant's Common Stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994.
All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification
Section 2-312 of the Maryland General Corporation Law (the "Act")
provides that any director held liable for an unlawful distribution in violation
of Section 2-311 of the Act or the corporation's charter is entitled to
contribution from (i) every other director who could be held liable under
Section 2-312 of the Act for the unlawful distribution and (ii) each stockholder
for the amount the stockholder accepted knowing the distribution was made in
violation of Section 2-311 of the Act or the corporation's charter.
Under Section 2-418 of the Act, a person who is made a party to a
proceeding because such person is or was an officer or director of a corporation
(an "Indemnitee") shall be indemnified by the corporation (unless the
corporation's charter provides otherwise) against reasonable expenses incurred
by the Indemnitee in connection with the proceeding if the Indemnitee is
successful on the merits or otherwise or if ordered by a court of competent
jurisdiction. In addition, under said section a corporation is permitted to
indemnify an Indemnitee against liability incurred in a proceeding unless (i)
the Indemnitee's act or omission was material to the matter giving rise to the
proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty; (ii) the Indemnitee actually received an improper
personal benefit in money, property, or services; (iii) in the case of a
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was
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unlawful; (iv) the Indemnitee was adjudged liable to the corporation in a
proceeding by or in the right of the corporation; or (v) the Indemnitee was
adjudged liable on the basis that he or she improperly received a personal
benefit.
As authorized by the Act, Article V of the registrant's Articles of
Amendment and Restatement (the "Charter") provides that the registrant shall
indemnify each of its officers and directors to the fullest extent permissible
under the Act, as the same exists or may hereafter be amended, against all
liabilities, losses, judgments, penalties, fines, settlements and reasonable
expenses (including attorney fees) incurred or suffered by such person by reason
of or arising from the fact that such person is or was an officer or director of
the registrant or is or was serving at the request of the registrant as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Such indemnification continues as to a person who has
ceased to be a director, officer, partner, trustee, employee or agent and inures
to the benefit of his or her heirs, executors, and administrators.
The registrant has entered into an indemnification agreement with each
of its directors. Each such agreement provides that the registrant will
indemnify the director to the full extent authorized or permitted by the Act or
any other applicable statute or the registrant's Charter or Bylaws or any
amendment thereof against any obligation to pay a judgment, settlement, penalty,
fine or reasonable expenses, including attorney fees (any of the foregoing, a
"Liability") incurred in connection with any claim (as defined therein),
including a claim by or in the right of the registrant; provided that no
indemnity shall be paid by the registrant (i) if a final decision by a court
having jurisdiction shall determine that such indemnification is unlawful, (ii)
on account of acts or omissions by the director which are finally adjudged to
have been not in good faith or to have involved intentional misconduct or a
knowing violation of law, or (iii) on account of Liability under Section 16(b)
of the Securities Exchange Act of 1934 or any similar provision of federal or
state statutory law.
Insurance
The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them based upon their acts or
omissions in such capacities, including civil liabilities under the Securities
Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (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 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered 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 the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) 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 provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
The Registrant.
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 Portland, state of Oregon, on the 4th day of June,
2003.
BARRETT BUSINESS SERVICES, INC.
By /s/ Michael D. Mulholland
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Michael D. Mulholland
Vice President-Finance and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 4th day of June, 2003.
Signature Title
(1) Principal Executive Officer and Director:
*WILLIAM W. SHERERTZ President and Chief Executive
Officer and Director
(2) Principal Financial Officer:
/s/ Michael D. Mulholland Vice President-Finance and
------------------------- Secretary, Chief Financial Officer
Michael D. Mulholland
(3) Principal Accounting Officer:
/s/ James D. Miller Controller and Assistant Secretary
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James D. Miller
(4) A majority of the Board of Directors:
*FORES J. BEAUDRY Director
*THOMAS J. CARLEY Director
*JAMES B. HICKS, Ph.D. Director
*ANTHONY MEEKER Director
*By /s/ Michael D. Mulholland
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Michael D. Mulholland
Attorney-in-fact
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INDEX TO EXHIBITS
4.1 Articles III, VI, VII, and VIII of the Charter of the registrant, as
amended. Incorporated by reference to Exhibit 3 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
4.2 Article I, Article II, Sections 2 and 10, Article VI and Article VII of
the Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to
the registrant's Annual Report on Form 10-K for the year ended December
31, 1996.
5 Opinion of Miller Nash LLP as to the legality of the securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Miller Nash LLP (included in Exhibit 5).
24 Power of attorney of certain officers and directors.
Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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