S-3: Registration statement for specified transactions by certain issuers
Published on April 3, 1997
Registration No. 333-
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 its 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)
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Copies to:
Miller, Nash, Wiener, Hager & Carlsen LLP
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
Attn: Mary Ann Frantz
(503) 224-5858
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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. [ ]
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
[GRAPHIC OMITTED]
BARRETT BUSINESS SERVICES, INC.
157,443 SHARES
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COMMON STOCK
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This Prospectus covers 157,443 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.
By agreement, 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 April __, 1997, was $______ per share. Prospective purchasers
should obtain current information regarding the trading price of the Common
Stock.
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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 April __, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
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 also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. The address of the Commission's Web site is
http://www.sec.gov.
This Prospectus is 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 regarding the Company.
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, 1996, (ii) its current report on Form
8-K dated April 2, 1997, 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
Michael D. Mulholland, Vice President-Finance, Barrett Business Services, Inc.,
4724 S.W. Macadam Avenue, Portland, Oregon 97201, telephone (503) 220-0988.
THE COMPANY
Barrett Business Services, Inc. (the "Company"), is a leading human
resource management company. The Company provides comprehensive outsourced
solutions addressing the costs and complexities of a broad array of
employment-related issues for small and mid-sized businesses. Its range of
services and expertise in human resource management encompasses five major
categories: payroll processing, employee benefits and administration, workers'
compensation coverage, aggressive risk management and workplace safety programs,
and human resource administration, which includes functions such as recruiting,
interviewing, drug testing, hiring, placement, training, and regulatory
compliance. These services are typically provided through a variety of
contractual arrangements, as part of either a traditional staffing service or a
professional employer organization ("PEO") service. Staffing services include
on-demand or short-term staffing assignments, long-term or indefinite-term
contract staffing, and comprehensive on-site personnel management
responsibilities. In a PEO arrangement, the Company enters into a contract to
become a co-employer of the client company's existing workforce and assumes
responsibility for some or all personnel-related matters. The Company provides
services to a diverse array of customers through a network of 24 branch offices
in Oregon, California, Washington, Maryland, Delaware, Idaho, Michigan, and
Arizona. It also has 21 smaller recruiting and staffing offices in its general
market areas under the direction of a branch office.
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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 April 1, 1997, 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 Herbert L. Hochberg and Ladenburg, Thalmann & Co. Inc. 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 in June
1993. Such Shares are included as presently owned in the following table.
Ladenburg, Thalmann & Co. Inc., of which Herbert L. Hochberg is an officer, was
one of the managing underwriters of the initial public offering. The remaining
67,443 Shares were issued in connection with the Company's December 1995
acquisition of Strege & Associates, Inc.
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 at
prices related to the then current market price, or in negotiated transactions.
Certain of the Shares may be sold pursuant to Rule 144 under the Securities Act
of 1933 rather than this Prospectus.
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of registration are being borne by the registrant as follows:
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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.
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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
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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, 1996.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to
validity of securities.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included
in Exhibit 5).
24 Power of attorney.
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Other exhibits listed in Item 601 of Regulation S-K are not applicable.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(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 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 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.
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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-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 2nd day of April,
1997.
BARRETT BUSINESS SERVICES, INC.
(Registrant)
By /s/ Michael D. Mulholland
Michael D. Mulholland
Vice President-Finance
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 2nd day of April, 1997.
*By /s/ Michael D. Mulholland
Michael D. Mulholland
Attorney-in-fact
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EXHIBIT INDEX
Exhibit Description of Exhibit
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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, 1996.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to
validity of securities.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included
in Exhibit 5).
24 Power of attorney.
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