S-1/A: General form of registration statement for all companies including face-amount certificate companies

Published on September 4, 1998




AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1998

REGISTRATION NO. 333-61697
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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KORN/FERRY INTERNATIONAL
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



CALIFORNIA 7361 95-2623879
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)


1800 CENTURY PARK EAST, SUITE 900
LOS ANGELES, CALIFORNIA 90067
(310) 552-1834
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

PETER L. DUNN
1800 CENTURY PARK EAST, SUITE 900
LOS ANGELES, CALIFORNIA 90067
(310) 843-4100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:


JAMES R. UKROPINA, ESQ. ALISON S. RESSLER, ESQ.
O'MELVENY & MYERS LLP SULLIVAN & CROMWELL
400 SOUTH HOPE STREET, SUITE 1500 1888 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90067
(213) 430-6000 (310) 712-6600


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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

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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, check the following box. [_]

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: [_]


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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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses, other than underwriting
discounts and commissions, payable by the Company in connection with the
issuance and distribution of the Common Stock being registered. All amounts
are estimates except the SEC registration fee, the NASD filing fee and the
NYSE listing fee.



Securities and Exchange Commission registration fee................. $67,850
NASD filing fee..................................................... 23,500
NYSE listing fee.................................................... *
Accounting fees and expenses........................................ *
Legal fees and expenses............................................. *
Blue Sky qualification fees and expenses............................ *
Printing and engraving expenses..................................... *
Transfer agent and registrar fees................................... *
Miscellaneous....................................................... *
-------
Total............................................................. $ *
=======

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* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has adopted provisions in its Amended and Restated Articles of
Incorporation that limit the liability of directors in certain instances. As
permitted by the California General Corporation Law ("CGCL"), directors will
not be liable to the Company for monetary damages arising from a breach of
their fiduciary duty as directors in certain circumstances. Such limitation
does not affect liability for any breach of a director's duty to the Company
or its shareholders (i) with respect to approval by the director of any
transaction from which he derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Company or its
shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern of inattention that
amounts to an abdication of his duty to the Company or its shareholders, or
that show a reckless disregard for his duty to the Company or its shareholders
in circumstances in which he was, or should have been, aware, in the ordinary
course of performing his duties, of a risk of serious injury to the Company or
its shareholders, or (iii) based on transactions between the Company and its
directors or another corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of the CGCL. Such
limitation of liability also does not affect the availability of equitable
remedies such as injunctive relief or rescission, although in certain
circumstances equitable relief may not be available as a practical matter. The
limitation may relieve the directors of monetary liability to the Company for
grossly negligent conduct. No claim or litigation is currently pending against
the Company's directors that would be affected by the limitations of
liability.

The Company's Amended and Restated Bylaws (the "Bylaws"), as amended,
provide for the indemnification of directors and executive officers from any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, by reason of their current or past service to the Company, and the
reimbursement of any and all costs incurred by any such director or executive
officer in regards thereto. The Bylaws also provide for the indemnification by
the Company of any director of the Company, for any monetary damages arising
from the imposition of joint and several liability upon such director for
actions taken by other directors of the Company, except as not permitted by
the CGCL.

II-1

The Company has entered, or plans to enter, into agreements (the
"Indemnification Agreements") with each of the directors and executive
officers of the Company pursuant to which the Company has agreed to indemnify
such director or executive officer from claims, liabilities, damages,
expenses, losses, costs, penalties or amounts paid in settlement incurred by
such director or executive officer in or arising out of such person's capacity
as a director or executive officer of the Company or any other corporation of
which such person is a director at the request of the Company to the maximum
extent provided by applicable law. In addition, such director or executive
officer is entitled to an advance of expenses to the maximum extent authorized
or permitted by law.

To the extent that the Board of Directors or the shareholders of the Company
may in the future wish to limit or repeal the ability of the Company to
provide indemnification as set forth in the Articles, such repeal or
limitation may not be effective as to directors and executive officers who are
parties to the Indemnification Agreements, because their rights to full
protection would be contractually assured by the Indemnification Agreements.
It is anticipated that similar contracts may be entered into, from time to
time, with future directors of the Company.

The Form of Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the Underwriters of the Company and
its directors and officers for certain liabilities arising under the
Securities Act of 1933 (the "Securities Act") or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is certain information concerning all sales of securities by
the Company during the past three years that were not registered under the
Securities Act.

During the three years preceding the filing of this Registration Statement,
the Registrant sold shares of Common Stock to its officers without
registration under the Securities Act. Exemption from registration under the
Securities Act for these sales is claimed under Rule 701 promulgated under
Section 3(b) of the Securities Act, Regulation D promulgated under Section
4(2) of the Securities Act and Regulation S under the Securities Act. Each
recipient of such securities represented in each transaction such recipient's
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate
legends were affixed to the share certificates issued in such transactions.

Under the Registrant's Executive Participation Program (the "EPP"), the
Registrant offered shares of Common Stock from the EPP's inception through
January 31, 1996 at a purchase price equal to the book value of such share as
of the end of the fiscal year immediately preceding such sale. During the
three years preceding the filing of this Registration Statement, the following
sales were made to officers pursuant to such annual offers: 20,072 shares on
September 1, 1995, October 6, 1995, November 15, 1995 and January 15, 1996,
respectively, each for an aggregate of $39,993; 18,372 shares on January 1,
1996 for an aggregate of $36,606; 99,840 shares on April 16, 1996 for an
aggregate of $198,931; 241,644 shares on May 1, 1996 for an aggregate of
$546,115; 97,336 shares on July 1, 1996 for an aggregate of $219,979; 60,224
shares on November 1, 1996 for an aggregate of $119,996; 17,696 shares on
April 1, 1997 for an aggregate of $39,993; 76,920 shares on May 1, 1997 for an
aggregate of $199,992; 30,768 shares on June 1, 1997 for an aggregate of
$79,997; 30,768 shares on July 1, 1997 for an aggregate of $79,997; 15,384
shares on August 1, 1997, April 1, 1998, and April 30, 1998, respectively,
each for an aggregate of $39,998; and 62,524 shares on August 1, 1998 for an
aggregate of $174,286.

Since the beginning of the fiscal quarter ended January 31, 1996, the
Registrant has offered and sold shares of Common Stock quarterly to officers
under the EPP at a purchase price equal to the book value of such share
determined as a ratio of the book value as of the end of the fiscal year
immediately preceding such sale and the book value as of the end of the fiscal
year immediately following such sale, which ratio reflected the date during
the fiscal year on which such sale was made. The Company has made the
following quarterly offers and sales: For the fiscal quarter ended January 31,
1996, the Company sold an aggregate of 58,752 shares for an aggregate purchase
price of $124,995. For the fiscal quarter ended April 30, 1996, the Company
sold an aggregate of 57,012 shares for an aggregate purchase price of
$124,999. For the fiscal quarter ended July 31, 1996, the Company sold an
aggregate of 1,789,728 shares for an aggregate purchase price of $4,044,785.
For the fiscal quarter ended October 31, 1996, the Company sold an aggregate
of 351,800 shares for an aggregate purchase price of $824,971.

II-2

For the fiscal quarter ended January 31, 1997, the Company sold an aggregate
of 111,504 shares for an aggregate purchase price of $270,955. For the fiscal
quarter ended April 30, 1997, the Company sold an aggregate of 387,736 shares
for an aggregate purchase price of $975,156. For the fiscal quarter ended
July 31, 1997, the Company sold an aggregate of 1,519,220 shares for an
aggregate purchase price of $3,949,972. For the fiscal quarter ended October
31, 1997, the Company sold an aggregate of 330,492 shares for an aggregate
purchase price of $874,978.

For the fiscal quarter ended January 31, 1998, the Company sold an aggregate
of 371,040 shares for an aggregate purchase price of $999,953. For the fiscal
quarter ended April 30, 1998, the Company sold an aggregate of 766,416 shares
for an aggregate purchase price of $2,099,980. For the fiscal quarter ended
July 31, 1998, the Company sold an aggregate of 2,215,104 shares for an
aggregate purchase price of $6,174,602. For the fiscal quarter ended October
31, 1998 (through August 14), the Company sold an aggregate of 159,408 shares
for an aggregate purchase price of $1,749,901.

As of August 1, 1998, the Company issued 1,521,240 shares of Common Stock
upon conversion of 380,310 phantom stock units and stock appreciation rights
in connection with the termination of the Company's Phantom Stock Plan and
Amended and Restated Stock Right Plan. Exemption from registration under the
Securities Act for this issuance is claimed under Section 3(a)(9) of the
Securities Act.

On August 11, 1998, the Company sold 105,728 shares of its Common Stock for
an aggregate purchase price of $294,717 upon exercise by Didier Vuchot &
Associates executives of their put option received in connection with the
Company's acquisition of that firm in June 1998. Exemption from registration
under the Securities Act for this issuance is claimed under Section 4(2) of
the Securities Act.

II-3

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.



EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1* Form of Underwriting Agreement
3.1* Amended and Restated Articles of Incorporation of the Company
3.2* Amended and Restated Bylaws of the Company
4.1* Specimen Common Stock certificate
5.1* Opinion of O'Melveny & Myers LLP
10.1* Form of Indemnification Agreement between the Company and each of its
executive officers and directors
10.2 Performance Award Plan
10.3 Form of U.S. and International Worldwide Executive Benefit Retirement Plan
10.4 Form of U.S. and International Worldwide Executive Benefit Life
Insurance Plan
10.5 Worldwide Executive Benefit Disability Plan (in the form of Long-Term
Disability Insurance Policy)
10.6 Form of U.S. and International Enhanced Executive Benefit and Wealth
Accumulation Plan
10.7 Form of U.S. and International Senior Executive Incentive Plan
10.8 Executive Salary Continuation Plan
10.9 Form of Stock Repurchase Agreement
10.10 Form of Amended and Restated Stock Repurchase Agreement
10.11 Form of Standard Employment Agreement
10.12 Form of Deferred Compensation Election Form for Fiscal 1998
10.13 Stock Purchase Agreement between the Company, bill gross' idealab!,
Mr. Singh and Korn/Ferry International Futurestep, Inc. dated
December 1, 1997
10.14 Shareholders Agreement between the Company, bill gross' idealab!, Mr.
Singh and Korn/Ferry International Futurestep, Inc. dated December 1, 1997
10.15 Employment Agreement between Mr. Singh and Korn/Ferry International
Futurestep, Inc. dated December 1, 1997
10.16 KFI/Singh Agreement between the Company and Mr. Singh dated December 1, 1997
10.17 Stock Repurchase Agreement between the Company and Mr. Singh dated
December 1, 1997
10.18 License Agreement between Self Discovery Dynamics LLC and Korn/Ferry
International Futurestep, Inc. dated May 15, 1998
10.19* Trademark License and Promotion Agreement between Dow Jones & Company,
the Company and Korn/Ferry International Futurestep, Inc. dated June 8, 1998
10.20 Stock Purchase Agreement between the Company, Mr. Ferry, Henry B.
Turner and Peter W. Mullin (as trustees of the Richard M. Ferry and
Maude M. Ferry 1972 Children's Trust), the California Community
Foundation and Richard M. Ferry Co-trustees, and the California
Community Foundation dated June 2, 1995
10.21* Purchase Agreement dated December 31, 1994 between the Company and the
parties named therein
10.22 Revolving Line Agreement dated January 31, 1997 between the Company
and Mellon 1st Business Bank, as successor to 1st Business Bank, as
amended June 19, 1998
10.23 Revolving Credit and Term Loan Agreement dated January 31, 1997
between the Company and Mellon 1st Business Bank, as successor to 1st
Business Bank


II-4



EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

10.24 Promissory Note executed by the Company dated January 28, 1998 as co-
obligor payable to Mellon 1st Business Bank, as successor to 1st
Business Bank
10.25* Form of Additional Redemption Agreement
10.26 Amended and Restated Stock Right Plan
10.27 Form of U.S. and Foreign Executive Participation Program
10.28 Form of Supplemental Executive Equity Participation Program
10.29 Phantom Stock Plan
10.30* Form of Termination and Conversion Agreement for Stock Right Plan
10.31* Form of Termination and Conversion Agreement for Phantom Stock Plan
21.1* Subsidiaries of the Company
23.1** Consent of Arthur Andersen LLP
23.3* Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
24.1** Power of Attorney (contained on page II-6)
27.1** Financial Data Schedule

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* To be filed by amendment

** Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES

Schedule II--Korn/Ferry International Allowance for Doubtful Accounts

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

(b) 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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. If 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 of 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.

II-5

(c) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on September 4, 1998.

KORN/FERRY INTERNATIONAL

By: /s/ Elizabeth S.C.S. Murray
----------------------------------
Elizabeth S.C.S. Murray
Chief Financial Officer and
Executive Vice President


Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.



SIGNATURE TITLE DATE
--------- ----- ----


* Chair of the Board September 4, 1998
____________________________________
Richard M. Ferry

* President, Chief Executive September 4, 1998
____________________________________ Officer and Director
Michael D. Boxberger

/s/ Elizabeth S.C.S. Murray Chief Financial Officer and September 4, 1998
____________________________________ Executive Vice President
Elizabeth S.C.S. Murray

/s/ Donald E. Jordan Vice President of Finance September 4, 1998
____________________________________ (Principal Accounting
Donald E. Jordan Officer)

* Director September 4, 1998
____________________________________
Paul Buchanan-Barrow

/s/ Peter L. Dunn Director September 4, 1998
____________________________________
Peter L. Dunn

* Director September 4, 1998
____________________________________
Timothy K. Friar

* Director September 4, 1998
____________________________________
Sakie T. Fukushima

* Director September 4, 1998
____________________________________
Hans Jorda

* Director September 4, 1998
____________________________________
Scott E. Kingdom


II-7



SIGNATURE TITLE DATE
--------- ----- ----


* Director September 4, 1998
____________________________________
Young Kuan-Sing

* Director September 4, 1998
____________________________________
Raimondo Nider

* Director September 4, 1998
____________________________________
Manuel A. Papayanopulos

* Director September 4, 1998
____________________________________
Windle B. Priem

* Director September 4, 1998
____________________________________
Michael A. Wellman


* By /s/ Peter L. Dunn
_______________________
Peter L. Dunn
Attorney-in-Fact

II-8

INDEX TO EXHIBITS



EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1* Form of Underwriting Agreement
3.1* Amended and Restated Articles of Incorporation of the Company
3.2* Amended and Restated Bylaws of the Company
4.1* Specimen Common Stock certificate
5.1* Opinion of O'Melveny & Myers LLP
10.1* Form of Indemnification Agreement between the Company and each of its
executive officers and directors
10.2 Performance Award Plan
10.3 Form of U.S. and International Worldwide Executive Benefit Retirement
Plan
10.4 Form of U.S. and International Worldwide Executive Benefit Life
Insurance Plan
10.5 Worldwide Executive Benefit Disability Plan (in the form of Long-Term
Disability Insurance Policy)
10.6 Form of U.S. and International Enhanced Executive Benefit and Wealth
Accumulation Plan
10.7 Form of U.S. and International Senior Executive Incentive Plan
10.8 Executive Salary Continuation Plan
10.9 Form of Stock Repurchase Agreement
10.10 Form of Amended and Restated Stock Repurchase Agreement
10.11 Form of Standard Employment Agreement
10.12 Form of Deferred Compensation Election Form for Fiscal 1998
10.13 Stock Purchase Agreement between the Company, bill gross' idealab!,
Mr. Singh and Korn/Ferry International Futurestep, Inc. dated
December 1, 1997
10.14 Shareholders Agreement between the Company, bill gross' idealab!, Mr.
Singh and Korn/Ferry International Futurestep, Inc. dated December 1, 1997
10.15 Employment Agreement between Mr. Singh and Korn/Ferry International
Futurestep, Inc. dated December 1, 1997
10.16 KFI/Singh Agreement between the Company and Mr. Singh dated December 1, 1997
10.17 Stock Repurchase Agreement between the Company and Mr. Singh dated
December 1, 1997
10.18 License Agreement between Self Discovery Dynamics LLC and Korn/Ferry
International Futurestep, Inc. dated May 15, 1998
10.19* Trademark License and Promotion Agreement between Dow Jones & Company,
the Company and Korn/Ferry International Futurestep, Inc. dated June 8, 1998
10.20 Stock Purchase Agreement between the Company, Mr. Ferry, Henry B. Turner
and Peter W. Mullin (as trustees of the Richard M. Ferry and
Maude M. Ferry 1972 Children's Trust), the California Community
Foundation and Richard M. Ferry Co-trustees, and the California
Community Foundation dated June 2, 1995
10.21* Purchase Agreement dated December 31, 1994 between the Company and the
parties named therein





EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

10.22 Revolving Line Agreement dated January 31, 1997 between the Company
and Mellon 1st Business Bank, as successor to 1st Business Bank, as
amended June 19, 1998
10.23 Revolving Credit and Term Loan Agreement dated January 31, 1997
between the Company and Mellon 1st Business Bank, as successor to 1st
Business Bank
10.24 Promissory Note executed by the Company dated January 28, 1998 as co-
obligor payable to Mellon 1st Business Bank, as successor to 1st
Business Bank
10.25* Form of Additional Redemption Agreement
10.26 Amended and Restated Stock Right Plan
10.27 Form of U.S. and Foreign Executive Participation Program
10.28 Form of Supplemental Executive Equity Participation Program
10.29 Phantom Stock Plan
10.30* Form of Termination and Conversion Agreement for Stock Right Plan
10.31* Form of Termination and Conversion Agreement for Phantom Stock Plan
21.1* Subsidiaries of the Company
23.1** Consent of Arthur Andersen LLP
23.3* Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
24.1** Power of Attorney (contained on page II-6)
27.1** Financial Data Schedule

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* To be filed by amendment

** Previously filed.