S-3: Registration statement for specified transactions by certain issuers
Published on September 27, 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
incorporation or organization) Identification No.)
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone (503) 220-0988
(Address and telephone number of principal executive offices)
WILLIAM W. SHERERTZ
President and Chief Executive Officer
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)
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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.
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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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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(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
September 22, 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.
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PROSPECTUS
BARRETT BUSINESS SERVICES, INC.
41,142 SHARES
__________________________
COMMON STOCK
__________________________
This Prospectus covers 41,142 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 Company.
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 September 26, 1995, was $15-1/4 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 September __, 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, 1994, (ii) its Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1995, and June 30, 1995, (iii) its
Current Reports on Form 8-K filed March 23, 1995, and May 3, 1995, and (iv)
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. Services are provided through offices throughout Oregon and in
California, Delaware, Maryland and Washington. 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 September 22,
1995, the number of Shares to be offered by such Selling Stockholder and the
amount of Common Stock to be owned by such Selling Stockholder after
completion of the offering assuming all the Shares are sold. At the date of
this Prospectus, the Selling Stockholders own in the aggregate less than 1
percent of the outstanding Common Stock.
Shares of Common Stock
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To Be Owned
Name Presently Owned To be Offered After Offering
------ ------------------- ------------------ ----------------
Judith L. Gabriel 24,000 24,000 -0-
Max Johnson 8,571 8,571 -0-
Laurie Johnson 8,571 8,571 -0-
On February 27, 1994, the Company purchased substantially all the assets
of a corporation owned by Judith L. Gabriel for 24,000 shares of Common Stock,
as adjusted to reflect a two-for-one stock split in May 1994, and $42,000 in
cash. The corporation was engaged in the temporary staffing business in
Delaware and Maryland. Ms. Gabriel has been employed by the Company as a
manager since the date of the purchase.
On December 26, 1994, the Company purchased certain assets of a
corporation owned by Max Johnson and Laurie Johnson for 17,142 shares of
Common Stock and $60,000 in cash. The corporation, which was located in
Spokane, Washington, operated as Construction Workforce and specialized in
providing highly-skilled temporary craftsmen to the commercial construction
industry. Mr. Johnson was employed by the Company as a manager from the date
of the purchase through August 11, 1995.
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 $ 213
Accounting services 2,000*
Legal services 5,000*
Miscellaneous 287*
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Total $ 7,500*
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______________________
*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 exhibits to the registration statement required by Item 601 of
Regulation S-K are listed in the accompanying index to exhibits.
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.
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 and 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
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
25th day of September, 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 25th day of September, 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/ MICAHEL D. MULHOLLAND Vice President-Finance
Michael D. Mulholland
(3) Principal Accounting Officer:
s/ JAMES D. MILLER Controller
ames D. Miller
(4) A majority of the Board
of Directors:
ROBERT R. AMES* Director
JEFFREY L. BEAUDOIN* Director
STEPHEN A. GREGG* Director
ANTHONY MEEKER* Director
STANLEY G. RENECKER* Director
*By s/ MICHAEL D. MULHOLLAND
Michael D. Mulholland
Attorney-in-fact
INDEX TO EXHIBITS
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 annual report on Form 10-K for the year
ended December 31, 1994.
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.