SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on March 17, 2005
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Information to be Included in Statements
Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed pursuant to Rule 13d-2(a)
(Amendment No. 7)
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Barrett Business Services, Inc.
(Name of Issuer)
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Common Stock, $.01 par value
(Title of Class of Securities)
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068463 10 8
(CUSIP Number)
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William W. Sherertz
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97239
Telephone: (503) 220-0988
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Mary Ann Frantz
Miller Nash LLP
111 S.W. Fifth Avenue, Suite 3400
Portland, Oregon 97204
Telephone: (503) 224-5858
March 11, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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CUSIP 068463 10 8 Page 2 of 6 pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
William W. Sherertz
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2. Check the Appropriate Box if a Member of a Group [ ] (a)
[ ] (b)
3. SEC Use Only
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4. Source of Funds
PF, BK
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5. [ ] Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e)
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6. Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
1,863,672
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8. Shared Voting Power
40,467
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9. Sole Dispositive Power
1,863,672
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10. Shared Dispositive Power
40,467
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,904,139
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CUSIP 068463 10 8 Page 3 of 6 pages
12. [ ] Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row 11
32.7 percent
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14. Type of Reporting Person
IN
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CUSIP 068463 10 8 Page 4 of 6 pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this Amendment No. 7
to statement on Schedule 13D (this "Statement") relates is common stock, $.01
par value ("Common Stock"), of Barrett Business Services, Inc., a Maryland
corporation (the "Company"). The address of the Company's principal executive
offices is 4724 S.W. Macadam Avenue, Portland, Oregon 97239.
Item 2. Identity and Background.
(a)-(c), (f) This statement is filed by William W. Sherertz ("Mr.
Sherertz"), whose business address is 4724 S.W. Macadam Avenue, Portland, Oregon
97239. Mr. Sherertz's present principal occupation is President and Chief
Executive Officer of the Company. The Company is a human resource management
company engaged in providing staffing and professional employer services to a
diversified group of customers through a network of branch offices in eight
states. The Company's address is set forth in Item 1. Mr. Sherertz is a citizen
of the United States.
(d)-(e) During the last five years, Mr. Sherertz has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Since May 10, 2004, the filing date of Amendment No. 6 to this Statement
("Amendment No. 6"), Mr. Sherertz has:
(a) Sold a total of 75,000 shares of Common Stock in three open
market transactions for a total purchase price of approximately
$1,695,000; and
(b) Disposed of 8,095 shares of Common Stock in satisfaction of a
debt to the Company in the approximate amount of $136,280.
Mr. Sherertz's wife also sold 833 shares of Common Stock in an open market
transaction for a purchase price of approximately $12,703.
The source and amount of funds or other consideration used to acquire
Common Stock prior to filing of Amendment No. 6 were previously reported in
Amendment No. 6.
Item 4. Purpose of Transaction.
Mr. Sherertz acquires or disposes of shares of Common Stock from time to
time for personal reasons. Except in the ordinary course of Mr. Sherertz's
management of the Company in his capacity as President and Chief Executive
Officer, Mr. Sherertz has no present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Company other than grants to and exercises of employee stock options held
by Mr. Sherertz from
CUSIP 068463 10 8 Page 5 of 6 pages
time to time, or the disposition of securities of the Company other than
by gift undertaken by Mr. Sherertz for charitable or tax planning
purposes;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Sherertz beneficially owns 1,904,139 shares of Common Stock or
32.7 percent of the outstanding Common Stock. Mr. Sherertz has sole power to
vote and sole power to dispose of 1,863,672 shares, which includes 85,134 shares
subject to options that are presently exercisable or will become exercisable
within 60 days of the date of this Statement. In addition, Mr. Sherertz shares
voting and dispositive powers as to 9,167 shares held by his wife and 31,300
shares held by Mr. Sherertz for his minor children.
(c) During the past 60 days, Mr. Sherertz sold shares of Common Stock as
follows:
Total Sale
Date No. of Shares Price Per Share Proceeds
3/10/05 52,500 $22.60 $1,186,500
3/11/05 10,000 22.60 226,000
3/14/05 12,500 22.60 282,500
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Total 75,000 $1,695,000
CUSIP 068463 10 8 Page 6 of 6 pages
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Mr. Sherertz entered into a letter agreement, dated August 17, 1992 (the
"Agreement"), with Nancy B. Sherertz pursuant to which they agreed to divide
their holdings of Company capital stock equally upon the closing of an
underwriting agreement for an initial public offering of Company capital stock.
The Agreement was entered into by Ms. Sherertz for personal reasons based on her
then marital relationship with Mr. Sherertz and also to recognize his
contribution to the Company's growth and his efforts to establish a public
market for the Common Stock. The Agreement was fully performed in connection
with the Company's initial public offering in June 1993. Except for the
Agreement and award agreements for employee stock options in substantially the
form referred to in Item 7, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between Mr. Sherertz and any other person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) Letter agreement between Nancy B. Sherertz and William W.
Sherertz dated August 17, 1992. (Incorporated by reference to Exhibit 10.6
to the Company's registration statement on Form S-1 (No. 33-61804)
effective June 11, 1993.)
(b) Form of Nonqualified Stock Option Agreement under the Company's
2003 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.12 to
the Company's annual report on Form 10-K for the year ended December 31,
2003.)*
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* Individual agreements representing grants of employee stock options to Mr.
Sherertz are substantially identical to Exhibit (b) except for exercise price
and dates of vesting and expiration.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: March 17, 2005 /s/ William W. Sherertz
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William W. Sherertz
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001.)