-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QAYuPGSPr/s9TK1sxdjGxp/xOntYVP/t5fUDBOi3cpWTcH6671nPWZL3MuDyu+qS 2sh+KJc7SN3kONgub76oEg== 0000950144-01-500319.txt : 20010316 0000950144-01-500319.hdr.sgml : 20010316 ACCESSION NUMBER: 0000950144-01-500319 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010315 EFFECTIVENESS DATE: 20010315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTSOURCE INTERNATIONAL INC CENTRAL INDEX KEY: 0001013316 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650675628 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57098 FILM NUMBER: 1569567 BUSINESS ADDRESS: STREET 1: 1690 S. CONGRESS AVE CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: (561) 454-3500 MAIL ADDRESS: STREET 1: 1690 S. CONGRESS AVE CITY: DELRAY BEACH STATE: FL ZIP: 33445 S-8 1 g67681s8s-8.txt OUTSOURCE INTERNATIONAL, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on March 15, 2001 Registration No. 333-______ ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- OUTSOURCE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 65-0675628 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1690 South Congress Avenue, Suite 210 Delray Beach, Florida 33445 (561) 454-3500 (Address of Principal Executive Offices) ------------- OUTSOURCE INTERNATIONAL, INC. STOCK OPTION PLAN (Full title of the plan) ------------- Garry E. Meier President and Chief Executive Officer Outsource International, Inc. 1690 South Congress Avenue, Suite 210 Delray Beach, Florida 33445 (561) 454-3500 (Name, address and telephone number, including area code, of agent for service) Copy to: Donn A. Beloff, Esquire Akerman, Senterfitt & Eidson, P.A. 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, Florida 33301 (954) 463-2700 -------------------- CALCULATION OF REGISTRATION FEE
- ----------------------------- ------------------ --------------------- ---------------------- ------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE(2) - ----------------------------- ------------------ --------------------- ---------------------- ------------------- Common Stock, par value $0.001 per share(1) 960,000 shares $0.50 $480,000 $120.00 - ----------------------------- ------------------ --------------------- ---------------------- -------------------
(1) This Registration Statement shall also cover any additional shares of common stock which become purchasable as a result of the adjustment provision of the Outsource International, Inc. Stock Option Plan or the agreements pursuant to which such shares are issued. This Registration Statement also covers the rights to purchase shares of preferred stock of the Registrant which will be attached to all shares of common stock being registered hereunder at a rate of one right for each share of common stock pursuant to the terms of a Shareholder Protection Rights Agreement entered into by the Registrant. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates of common stock and will be transferred with and only with such common stock. (2) Estimated solely for the purpose of calculating the registration fee based on the average of the high and low sales prices per share of Common Stock of the Registrant on March 12, 2001 as reported by the OTC Bulletin Board Market. - -------------------------------------------------------------------------------- 2 REGISTRATION STATEMENT ON FORM S-8 This Registration Statement on Form S-8 is filed solely for the purposes of registering additional shares of common stock issuable under the Outsource International, Inc. Stock Option Plan (the "Plan"). We previously filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (File No. 333-57085) on June 17, 1998 in order to register shares issuable under the Plan. The contents of such earlier Registration Statement are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which we have filed with the Commission are incorporated herein by reference:
COMMISSION FILING (FILE NO. 000-23147) PERIOD COVERED OR DATE OF FILING - -------------------------------------- -------------------------------- Prospectus filed pursuant to Section 424(b)(3)................... February 26, 2001 Quarterly Report on Form 10-Q.................................... May 17, 2000 Quarterly Report on Form 10-Q.................................... August 21, 2000 Quarterly Report on Form 10-Q/A.................................. September 1, 2000 Quarterly Report on Form 10-Q.................................... November 15, 2000 Quarterly Report on Form 10-Q/A.................................. February 13, 2001 Quarterly Report on Form 10-Q.................................... February 14, 2001 Current Report on Form 8-K....................................... October 19, 1999 The description of the Company's common stock contained under the caption "Description of Securities" in the Prospectus included as a part of Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-33443) filed with the SEC on September 23, 1997, and incorporated by reference into the Registration Statement of the Company on Form 8-A............................. September 30, 1997 All subsequent documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold............................. After the date of this Registration Statement
2 3 ITEM 8. EXHIBITS Exhibit No. Exhibits - ----------- -------- 5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the common stock being registered 23.1 Consent of Akerman, Senterfitt & Eidson, P.A.* 23.2 Consent of Deloitte & Touche LLP 24 Power of Attorney** - ---------- * Included as part of the opinion contained in Exhibit 5.1 herein. ** Included on the signature page to this Registration Statement. 3 4 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Delray Beach, State of Florida, on March 15, 2001. OUTSOURCE INTERNATIONAL, INC. By: /s/ Garry E. Meier ----------------------------------------- Name: Garry E. Meier Title: President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person, in so signing, also makes, constitutes and appoints Garry E. Meier and Michael A. Sharp, and each such officer acting alone, his or her true and lawful attorney-in-fact and agent, in his or her name, place and stead, to execute and cause to be filed with the Securities and Exchange Commission any or all amendments to this Registration Statement, with all exhibits and any and all documents required to be filed with respect thereto, and to do and perform each and every act and thing necessary to effectuate the same.
SIGNATURE TITLE DATE /s/ Garry E. Meier Chairman of the Board, Chief Executive Officer and March 15, 2001 - ------------------ President (Principal Executive Officer) and Director Garry E. Meier /s/ Michael A. Sharp Chief Financial Officer, Executive Vice President March 15, 2001 - -------------------- (Principal Financial Officer) Michael A. Sharp /s/ Carolyn H. Noonan Vice President and Controller March 15, 2001 - --------------------- (Principal Accounting Officer) Carolyn H. Noonan /s/ Jay D. Seid Director March 15, 2001 - --------------- Jay D. Seid /s/ David S. Hershberg Director March 15, 2001 - ---------------------- David S. Hershberg /s/ Dr. Lawrence Chimerine Director March 15, 2001 - -------------------------- Dr. Lawrence Chimerine
4 5 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the common stock being registered 23.2 Consent of Deloitte & Touche LLP EX-5.1 2 g67681s8ex5-1.txt OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A. 1 EXHIBIT 5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the common stock being registered March 15, 2001 Outsource International, Inc. 1690 South Congress Avenue, Suite 210 Delray Beach, Florida 33445 Ladies and Gentlemen: We have acted as counsel to Outsource International, Inc., a Florida corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). Such Registration Statement relates to the registration by the Company of an additional 960,000 shares (the "Shares") of the Company's common stock, $0.001 par value per share, issuable pursuant to the Outsource International, Inc. Stock Option Plan (the "Plan"). In connection with the Registration Statement, we have examined, considered and relied upon copies of the following documents: (1) the Company's Articles of Incorporation, as amended, and Bylaws, as amended, (2) the Plan and (3) such other documents and instruments that we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations we have assumed, without investigation, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted to us as copies, and the veracity of the documents. As to various questions of fact material to the opinions expressed below, we have relied solely on the representations or certificates of officers and/or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently verifying the accuracy of such certificates, documents, records or instruments. Based upon the foregoing examination, and subject to qualifications set forth below, we are of the opinion that, assuming the Shares are issued in accordance with the terms and conditions of the Plan, will be, when issued against the exercise price therefor and assuming no change in the applicable law or pertinent facts, validly issued, fully paid and nonassessable. We express no opinion as to laws of any jurisdiction other than the laws of the State of Florida. The opinions expressed herein concern only the effect of the laws of the State of Florida as currently in effect. The opinions expressed herein are given as of this date, and we assume no obligation to update or supplement our opinions to reflect any facts or circumstances that may come to our attention or any change in law that may occur or become effective at a later date. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. Sincerely, /s/ Akerman, Senterfitt & Eidson, P.A. AKERMAN, SENTERFITT & EIDSON, P.A. EX-23.2 3 g67681s8ex23-2.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Outsource International, Inc. on Form S-8 of our report dated May 17, 2000, except for paragraphs one through five of Note 17, as to which the date is August 15, 2000 and paragraph six of Note 17, as to which the date is September 13, 2000, appearing in Registration Statement No. 333-48926 on Form S-1 of Outsource International, Inc. /s/ DELOITTE & TOUCHE LLP - --------------------------- DELOITTE & TOUCHE LLP Fort Lauderdale, Florida March 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----