Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
RIGHT MANAGEMENT CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2153729
(State of incorporation) (I.R.S. Employer Identification No.)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of principal executive offices)(Zip Code)
2003 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Theodore A. Young, Executive Vice President, General Counsel and Secretary
Right Management Consultants, Inc.
1818 Market Street, 33rd Floor
Philadelphia, Pennsylvania 19103
(Name and address of agent for service)
(215) 988-1588
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to No. of Shares Offering Price Per Aggregate Offering Amount of
be Registered to be Registered Share(1) Price Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, 1,000,000 (2) $ 12.25 $ 12,250,000 $ 991.00
$.01 par value
=====================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee. The
proposed maximum aggregate offering price has been computed pursuant to
Rule 457(h) under the Securities
Act of 1933, as amended (the "Securities Act"), based upon the average
of the high and low sales prices of Registrant's Common Stock as traded
on the New York Stock Exchange on May 20, 2003.
(2) In addition, this registration statement also covers an indeterminate
number of additional shares that are issuable pursuant to the
anti-dilution provisions of the 2003 Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
There are hereby incorporated by reference: (i) the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003,
and (iii) the description of the Registrant's Common Stock, par value $.01 per
share (the "Description of Capital Stock"), contained in the Registrant's
Registration Statement on Form S-3 dated June 4, 2002.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts.
--------------------------
Certain legal matters with respect to the offering of the Common Stock
registered hereby have been passed upon by Theodore A. Young, Esq., General
Counsel of the Registrant. Mr. Young is an employee of the Registrant and may
receive securities under the Registrant's 2003 Employee Stock Purchase Plan.
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Item 6. Indemnification of Directors and Officers.
------------------------------------------
To the fullest extent permitted by the Pennsylvania Business Corporation
Law of 1988, we are required to indemnify our officers and directors. Our
by-laws provide that any director or officer who was or is a party to any
proceeding shall be indemnified by us against any liability reasonably incurred
by him in connection with such proceeding unless a court has determined that the
act or failure to act constituted willful misconduct or recklessness. We are
also required to promptly pay for or reimburse all reasonable expenses,
including attorneys' fees, incurred by a director or officer in advance of the
final disposition of the proceeding if the director or officer agrees to repay
such advance if it is ultimately determined that he is not entitled to such
indemnification. We are authorized to purchase and maintain insurance against
our indemnification obligation, or insure any person who is or was our director,
officer, employee or agent against any liability asserted against or incurred by
him in any such capacity or arising from his status as such, whether or not we
have the power to indemnify him against such liability. We currently maintain
directors and officers liability insurance. We are also empowered, by a majority
vote of a quorum of disinterested directors, to enter into a contract to
indemnify any director or officer against liability, whether occurring before or
after the execution of the contract. Except to the extent contrary to our
by-laws or the Pennsylvania Business Corporation Law of 1988, we are not
prevented or restricted from making or providing for indemnities in addition to
those provided in our by-laws.
In addition, Registrant has purchased directors and officers liability
insurance for its directors and officers.
Item 8. Exhibits.
---------
The following exhibits are filed as part of this registration statement:
Exhibit No. Description
----------- -----------
4 2003 Employee Stock Purchase Plan, incorporated by reference
to Exhibit 10.29 filed with Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003
5 Opinion of Theodore A. Young, Esq. Information Regarding
Consent of Arthur Andersen.
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Theodore A. Young, Esq. (contained in Exhibit 5)
23.3 Information Regarding Consent of Arthur Andersen
24 Power of Attorney (included on signature page of the
registration statement)
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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;
(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 end 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 a 20% 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 Registration Statement is on Form S-3, Form S-8 or Form
F-3 and 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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered herein, 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 the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at the time shall be deemed the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the 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 of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Philadelphia, Pennsylvania, on May 27, 2003.
RIGHT MANAGEMENT CONSULTANTS, INC.
By:s/ CHARLES J MALLON
----------------------
Charles J. Mallon
Chief Financial Officer and Principal
Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Pinola and Charles J. Mallon,
and each of them, the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to sign any
and all amendments to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
S/ RICHARD J. PINOLA Chairman of the Board May 27, 2003
-------------------- and Chief Executive Officer
Richard J. Pinola
S/ CHARLES J. MALLON Chief Financial Officer and May 27, 2003
-------------------- Principal Accounting Officer
Charles J. Mallon
S/ JOSEPH T. SMITH Director May 27, 2003
--------------------
Joseph T. Smith
S/ JOHN J. GAVIN Director May 27, 2003
--------------------
John J. Gavin
S/ FRANK P. LOUCHHEIM Director May 27, 2003
--------------------
Frank P. Louchheim
S/ LARRY A. EVANS Director May 27, 2003
--------------------
Larry A. Evans
__________________ Director May , 2003
Frederick R. Davidson
__________________ Director May , 2003
John R. Bourbeau
__________________ Director May , 2003
Rebecca J. Maddox
__________________ Director May , 2003
Catherine Y. Selleck
S/ OLIVER S. FRANKLIN Director May 27, 2003
--------------------
Oliver S. Franklin
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RIGHT MANAGEMENT CONSULTANTS, INC.
2003 EMPLOYEE STOCK PURCHASE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4 2003 Employee Stock Purchase Plan, incorporated by reference
to Exhibit 10.29 filed with Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003
5 Opinion of Theodore A. Young, Esq.
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Theodore A. Young, Esq. (contained in Exhibit 5)
23.3 Information Regarding Consent of Arthur Andersen
24 Power of Attorney (included on signature page of the
registration statement)
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