- Securities Registration: Employee Benefit Plan (S-8)
13 Maggio 2010 - 10:39PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 13, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KELLY SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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38-1510762
(I.R.S. Employer
Identification Number)
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999 West Big Beaver Road
Troy, Michigan 48084
(Address of Principal Executive Offices)
Kelly Services, Inc. Equity Incentive Plan
(Full Title of the Plan)
Daniel T. Lis
Kelly Services, Inc.
999 West Big Beaver Road
Troy, Michigan 48084
(248) 362-4444
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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maximum
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aggregate
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Title of securities to
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offering price
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offering
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Amount of
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be registered
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Amount to be registered
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per share (2)
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price (2)
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registration fee (2)
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Class A Common Stock
$1.00 par value
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2,000,000(1)(2)
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$14.03
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$28,060,000
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$2,000.68
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(1)
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This Registration Statement includes 2,000,000 shares of Class A Common Stock, $1.00 par
value of Kelly Services, Inc. (the Registrant), offered or to be offered by the Registrant
under the Kelly Services, Inc. Equity Incentive Plan (the Plan). This amount represents an
increase in the number of shares of Class A common stock authorized for issuance under the
Plan. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement also includes an indeterminate number of additional shares
of Class A common stock that may become issuable pursuant to the anti-dilution provisions of
the Plan.
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(2)
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Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act,
solely for purposes of calculating the registration fee. The fee with respect to the shares
registered herein is based on the average of the high and low sale prices of the Registrants
shares of Class A common stock reported by the Nasdaq Global Market on May 7, 2010.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is being filed to
register an additional 2,000,000 shares of Class A common stock, $1.00 par value, available for
issuance under the Kelly Services, Inc. Equity Incentive Plan (the Plan). The Plan includes a
formula for the automatic increase in the number of shares available under the Plan, which is based
on 10% of the number of shares of the Registrants Class A common stock outstanding at the end of
the Registrants fiscal year, subject to certain adjustments.
The Registrant initially registered 1,100,000 shares of Class A common stock for issuance
under the Plan on a Form S-8 Registration Statement (File No. 333-125091) filed with the Securities
and Exchange Commission on May 20, 2005. Pursuant to General Instruction (E) of Form S-8, the
contents of the Registration Statement No. 333-125091 are incorporated herein by reference, except
that the provisions contained in Part II of the Form S-8 Registration Statement No. 333-125091 are
modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission are incorporated
herein by reference:
1. The Registrants Annual Report on Form 10-K for the year ended January 3, 2010;
2. The Registrants Quarterly Report on Form 10-Q for the quarter ended April 4, 2010;
3. The description of the Registrants Class A common stock contained in its Registration
Statement on Form 8-A, as filed with the Securities and Exchange Commission on June 14, 1984,
including any amendments or reports filed with the Commission for the purpose of updating such
description.
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, subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment that indicates that all of the
securities offered hereby have been sold or which deregisters all such securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be part
hereof from the date of filing such documents.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index and are
incorporated herein by reference.
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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-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Troy, State of Michigan, on May 13, 2010.
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KELLY SERVICES, INC.
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By:
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/s/ Carl T. Camden
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Carl T. Camden
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President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Kelly Services, Inc., hereby, severally
constitute and appoint each of Patricia A. Little and Daniel T. Lis our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all
capacities, to sign this Registration Statement on Form S-8 and any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to file the same with
all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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.
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Signature
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Title
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Date
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/s/ Carl T. Camden
Carl T. Camden
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President, Chief Executive Officer and Director
(Principal
Executive Officer)
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May 12, 2010
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/s/ Patricia Little
Patricia Little
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Executive Vice President and Chief Financial Officer
(Principal
Financial Officer)
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May 12, 2010
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/s/ Michael E. Debs
Michael E. Debs
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Senior Vice President and Chief Accounting Officer
(Principal
Accounting Officer)
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May 12, 2010
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/s/ Terence E. Adderley
Terence E. Adderley
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Chairman of the Board
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May 12, 2010
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/s/ Jane E. Dutton
Jane E. Dutton
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Director
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May 12, 2010
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/s/ Maureen A. Fay
Maureen A. Fay
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Director
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May 12, 2010
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Signature
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Title
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Date
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/s/ Leslie A. Murphy
Leslie A. Murphy
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Director
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May 12, 2010
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/s/ Donald A. Parfet
Donald A. Parfet
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Director
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May 12, 2010
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/s/ B. Joseph White
B. Joseph White
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Director
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May 12, 2010
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The undersigned, by signing his name hereto, executes this Registration Statement on behalf of each
of the persons listed above, in the capacities indicated, pursuant to the foregoing powers of
attorney executed by the above-named persons.
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By:
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/s/ Daniel T. Lis
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Daniel T. Lis, Attorney-in-Fact
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May 13, 2010
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KELLY SERVICES, INC.
INDEX TO EXHIBITS
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EXHIBIT NO.
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DESCRIPTION
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4.1
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Rights of security holders are defined in Articles Fourth, Fifth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth and Fourteenth of the Restated
Certificate of Incorporation, effective May 6, 2009 (filed with the Securities and
Exchange Commission as Exhibit 3.1 to the Registrants Form 8-K filed May 8, 2009, and
incorporated by reference).
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4.2
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Bylaws of the Registrant, effective May 6, 2009 (filed with the Securities and
Exchange Commission as Exhibit 3.2 to the Registrants Form 8-K filed May 8, 2009, and
incorporated by reference).
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5.1*
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Opinion of General Counsel of Kelly Services, Inc. as to the legality of the
securities being registered that constitute original issue shares.
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10
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Kelly Services, Inc. Equity Incentive Plan (as Amended and Restated),
incorporated by reference to Exhibit A of our 2010 Proxy Statement filed with the
Securities and Exchange Commission on April 8, 2010.
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23.1*
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
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23.2*
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Consent of General Counsel of Kelly Services, Inc. (included as part of
Exhibit 5.1).
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24.1*
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Power of Attorney (included on signature page).
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