S-3: Registration statement for specified transactions by certain issuers
Published on January 17, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in charter)
Maryland 52-0812977
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone (503) 220-0988
(Address and telephone number of principal executive offices)
WILLIAM W. SHERERTZ
President
BARRETT BUSINESS SERVICES, INC.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone (503) 220-0988
(Name, address, and telephone number of agent for service)
- ------------------------
Copies to:
Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
Attn: Kenneth W. Hergenhan
(503) 224-5858
- ------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement as
determined in light of market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Amount to Maximum Maximum Amount of
Class of be Offering Aggregate Registration
Securities to be Registered Price Offering Fee
Registered Per Share(1) Price(1)
- ---------------------------------------------------------------------------
Common Stock,
$.01 par value.....110,000 shares $13.875 $1,526,250 $527
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low
sales prices of the Common Stock on the NASDAQ National Market
System on January 12, 1995.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
BARRETT BUSINESS SERVICES, INC.
110,000 SHARES
__________________________
COMMON STOCK
__________________________
This Prospectus covers 110,000 shares ("Shares") of common stock, $.01
par value per share ("Common Stock"), of Barrett Business Services, Inc.
("Company"), which may be offered for sale from time to time by the selling
stockholders ("Selling Stockholders") identified under "Selling Stockholders"
herein. The Company will receive no part of the proceeds of any such sales.
Underwriting discounts and commissions will be paid by the Selling
Stockholders. Costs of registration are being borne by the Selling
Stockholders.
See "Plan of Distribution" herein for a description of the manner
in which the Shares may be sold.
The Selling Stockholders and any broker-dealers who may participate
in a sale of the Shares may be deemed to be statutory underwriters within the
meaning of the Securities Act of 1933, as amended ("Securities Act"), and the
commissions paid or discounts or concessions allowed to any of such
broker-dealers by any person, as well as any profits received on the resale
of the Shares if any of such broker-dealers should purchase any Shares as a
principal, may be deemed to be underwriting discounts and commissions under
the Securities Act.
The last reported sale price of Common Stock on the NASDAQ National
Market System on January ___, 1995, was $______ per share.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January ___, 1995
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C.; 500 West Madison Street, Chicago, Illinois; and 7 World
Trade Center, New York, New York. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes part of a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") filed by the Company with the Commission under the Securities
Act. This Prospectus does not contain all of the information included in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is made to the
Registration Statement for further information with respect to the Company
and the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference (i) its annual report on
Form 10-K for the year ended December 31, 1993, (ii) its quarterly reports on
Form 10-Q for the quarters ended March 31, 1994, June 30, 1994, and
September 30, 1994, and (iii) the description of the Common Stock contained
in Exhibit 99 to the Company's quarterly report on Form 10-Q for the quarter
ended June 30, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to which this
Prospectus relates shall be deemed to be incorporated by reference into this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all the foregoing documents incorporated by
reference herein (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). Requests should
be directed to James D. Miller, Controller, Barrett Business Services, Inc.,
4724 S.W. Macadam Avenue, Portland, Oregon 97201, telephone (503) 220-0988.
THE COMPANY
The Company provides light industrial, clerical and technical employees
to a wide range of businesses on both a temporary basis and a longer-term
leased basis. The Company believes it is the largest provider of temporary
staffing and staff leasing services in Oregon, measured by revenue. Services
are provided through a branch network of 23 offices, 11 in Oregon, 5 in
California, 3 in each of Maryland and Washington, and 1 in Delaware. The
Company provides employees to a diverse set of customers, including forest
products and agriculture-based companies, electronics manufacturers,
transportation and shipping enterprises, professional firms and general
contractors. The Company was incorporated in the state of Maryland in 1965.
The Company's principal executive offices are located at 4724 S.W.
Macadam Avenue, Portland, Oregon 97201, and its telephone number is (503)
220-0988.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
amount of Common Stock owned by such Selling Stockholder at January 11, 1995,
the number of Shares to be offered by such Selling Stockholder and the amount
and percentage of Common Stock to be owned by such Selling Stockholder after
completion of the offering assuming all the Shares are sold. The Shares to
be offered by the Selling Stockholders are issuable on exercise of warrants
("Warrants") issued by the Company for services in connection with the
Company's initial public offering of Common Stock. Such Shares are included
as presently owned in the following table. Black & Company, Inc., of which
Lawrence S. Black is an officer, and Ladenburg, Thalmann & Co. Inc. were the
managing underwriters of the initial public offering.
PLAN OF DISTRIBUTION
The shares may be offered from time to time by the Selling Stockholders
in the over-the-counter market at prices and at terms then prevailing or in
negotiated transactions or otherwise.
MISCELLANEOUS
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection
with this offering and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
Selling Stockholder. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to purchase any of the Shares in any jurisdiction
to any person to whom such offer would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs
of the Company since such date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee $ 527
Accounting services 2,000*
Legal services 9,000*
Miscellaneous 1,473*
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Total $13,000*
======
______________________
*Estimated
Item 15. 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 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 16. Exhibits.
The following exhibits are filed herewith:
Exhibit Description of Exhibit
4.1 Articles III, VI, VII and VIII of the
registrant's Charter, 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, Sections 2 and 10 of Article II,
Article VI and Article VII of the registrant's
Bylaws. Incorporated by reference to Exhibit
3.2 to the registrant's Registration Statement
on Form S-1 (Registration No. 33-61804).
5 Opinion of Miller, Nash, Wiener, Hager &
Carlsen.
23.1 Consent of Price Waterhouse LLP, independent
accountants.
23.2 Consent of Miller, Nash, Wiener, Hager &
Carlsen (included in Exhibit 5).
24 Power of attorney.
_________________
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
Item 17. 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");
(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 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 15
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.
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-3 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
13th day of January, 1995.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
By /s/ William W. Sherertz
William W. Sherertz
President
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 13th day of January, 1995.
Signature Title
(1) Principal Executive Officer and
Director:
/s/ William W. Sherertz President and Chief Executive
William W. Sherertz Officer and Director
(2) Principal Financial Officer:
/s/ Michael D. Mulholland Vice President-Finance
Michael D. Mulholland
(3) Principal Accounting Officer:
/s/ James D. Miller Controller
James D. Miller
(4) A majority of the Board
of Directors:
ROBERT R. AMES* Director
JEFFREY L. BEAUDOIN* Director
ANTHONY MEEKER* Director
STANLEY G. RENECKER* Director
*By /s/ William W. Sherertz
William W. Sherertz
Attorney-in-fact