Securities Registration: Employee Benefit Plan (s-8)
June 04 2019 - 6:06AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on June 3, 2019
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BARRETT
BUSINESS SERVICES, INC
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(Exact name of registrant
as specified in its charter)
Maryland
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52-0812977
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(State of incorporation)
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(IRS Employer Identification No.)
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8100 NE Parkway Drive, Suite 200
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Vancouver, Washington
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98662
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(Address of principal executive offices)
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(Zip Code)
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BARRETT BUSINESS SERVICES, INC.
2019 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Gary E. Kramer
Vice President—Finance
and Chief Financial Officer
Barrett Business Services,
Inc.
8100 NE Parkway Drive, Suite
200
Vancouver, Washington 98662
Telephone (360) 828-0700
(Name, address, and telephone
number of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION
FEE
Title of
Securities to Be
Registered
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Amount to Be
Registered
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock,
$.01 par value (1)
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300,000 shares
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(2)
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$22,554,000
(2)
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$2,733.55
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(1)
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Pursuant to Rule 416 under the Securities Act of
1933, this registration statement also covers an indeterminate number of additional shares reserved for issuance under the 2019 Employee
Stock Purchase Plan (the "Plan") as a result of any future stock split, stock dividend, or similar adjustment of the
outstanding common stock.
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(2)
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Pursuant to Rule 457(h), the proposed maximum aggregate
offering price and the registration fee have been computed based on the average of the high and low sales prices of the common
stock reported on The Nasdaq Stock Market on May 28, 2019, $75.18.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item
3.
Incorporation of Documents by Reference
.
The following documents filed
by the registrant with the Securities and Exchange Commission are incorporated by reference in this registration statement:
Except
to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed
by the registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference
herein and to be a part hereof from the dates 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 of this registration statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item
4.
Description of Securities
.
Not applicable.
Item
5.
Interests of Named Experts and Counsel
.
Not applicable.
Item
6.
Indemnification of Directors and Officers
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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 indemnification agreements with each of its outside directors. Under the indemnification agreements, the registrant has agreed,
to the fullest extent permitted by the laws of the State of Maryland, and in accordance with the terms, conditions and limitations
set forth in the indemnification agreements, to indemnify each of its outside directors against all judgments, penalties, fines
and amounts paid in settlement and all expenses actually and reasonably incurred, in connection with various legal proceedings
including, without limitation, a lawsuit, arbitration, administrative hearing or investigation, whether by or in the right of the
registrant or otherwise. This right to indemnification will extend to actions taken by the director in other capacities in which
he or she is serving at the request of the registrant, such as a director or officer of a subsidiary or a fiduciary or trustee
of an employee benefit plan. Indemnification is not available if the act or omission by the director was material to the matter
in question and the director acted in bad faith, with active and deliberate dishonesty, or in a manner that he or she had reasonable
cause to believe was unlawful, or actually received an improper personal benefit. Indemnification is also generally not available
if the proceeding is by or on behalf of the registrant and the director is found to be liable to the registrant or if the proceeding
is brought by the director against the registrant. The indemnification agreements include a presumption that the director is entitled
to indemnification, imposing on the registrant the burden of overcoming that presumption. The indemnification agreements also put
in place specific processes and procedures for indemnification claims and advancement of expenses and costs.
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
7.
Exemption from Registration Claimed
.
Not applicable.
Item
8.
Exhibits
.
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 ("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 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 6 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.
SIGNATURES
The
Registrant
.
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 Vancouver, state of Washington, on the 3rd day of June, 2019.
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BARRETT BUSINESS SERVICES, INC.
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By
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/s/ Gary E. Kramer
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Gary E. Kramer
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Vice President–Finance, Treasurer and Secretary
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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 3rd day of June, 2019.
Signature
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Title
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(1) Principal Executive Officer and Director:
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/s/ Michael L. Elich
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President and Chief Executive Officer and Director
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Michael L. Elich
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(2) Principal Financial and Accounting Officer:
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/s/ Gary E. Kramer
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Vice President–Finance, Treasurer and Secretary
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Gary E. Kramer
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(3) A majority of the Board of Directors:
*THOMAS J. CARLEY
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Director
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*THOMAS B. CUSICK
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Director
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*JAMES B. HICKS, Ph.D.
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Director
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*JON L. JUSTESEN
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Director
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*ANTHONY MEEKER
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Director
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*VINCENT P. PRICE
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Director
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*By
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/s/ Gary E. Kramer
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Gary E. Kramer
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Attorney-in-fact
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