As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
KORN/FERRY INTERNATIONAL
(Exact name of registrant as specified in its charter)
___________________
California 95-2623879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 Century Park East, Suite 900
Los Angeles, California 90067
(310) 843-4100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________
KORN/FERRY INTERNATIONAL PERFORMANCE AWARD PLAN
(Full title of the plan)
___________________
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)
Copy to:
James R. Ukropina, Esq.
O'Melveny & Myers LLP
400 South Hope Street, Suite 1500
Los Angeles, California 90071
(213) 430-6000
___________________
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
Proposed Proposed
Maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
- ------------------------------------------------------------------------------------
Common Stock, 7,000,000(1) $11.31 (2) $79,170,000(3) $22,009.26(2)
no par value shares
- ------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
Korn/Ferry International Common Stock, no par value (the "Common Stock"),
stated above, options and other rights to purchase or acquire the shares of
Common Stock covered by the Prospectus and, pursuant to Rule 416(c) under
the Securities Act of 1933, as amended (the "Securities Act"), an
additional indeterminate number of shares which by reason of certain events
specified in the Korn/Ferry International Performance Award Plan (the
"Plan") may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock on February 25, 1999, as
reported in the consolidated reporting system.
The Exhibit Index for this Registration Statement is at page 9.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Korn/Ferry International (the "Company") filed
with the Commission are incorporated herein by reference:
(a) The prospectus forming a part of the Company's Registration Statement
on Form S-1 filed with the Commission on August 18, 1998 (Registration
No. 333-61697), including exhibits, as such Registration Statement may
be subsequently amended (collectively, the "Form S-1 Registration
Statement"), which contains audited financial statements for the
Company's latest fiscal year for which such statements have been
filed; and
(b) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on
September 22, 1998 (which incorporates by reference the description of
the Common Stock included under the caption "Description of Capital
Stock" in the prospectus forming a part of the Form S-1 Registration
Statement).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), 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 shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is 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
such statement so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Common Stock is registered pursuant to Section 12 of the Exchange Act,
and, therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. 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
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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 the director derives an
improper personal benefit, (ii) with respect to acts or omissions involving an
absence of good faith, that the director 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 the director's
duty to the Company or its shareholders, or that show a reckless disregard for
their duty to the Company or its shareholders in circumstances in which the
director was, or should have been, aware, in the ordinary course of performing
their 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.
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.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
See the attached Exhibit Index at page 9.
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;
(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; and
(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 periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the 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; and
(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 Section 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.
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(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, executive 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
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Los Angeles, State of California, on the 28th day of
February, 1999.
By: /s/ Elizabeth S.C.S. Murray
-----------------------------
Elizabeth S.C.S. Murray
Chief Financial Officer
and Executive Vice President
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter L. Dunn and Elizabeth S.C.S. Murray, and
each of them individually, as lawful attorneys-in-fact and agents for the
undersigned and for each of them (with full power of substitution and
resubstitution, for and in the name, place and stead of each of the undersigned
in any and all capacities), to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments,
supplements and exhibits to this Registration Statement, including post-
effective amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, hereby granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite or
desirable to be done in order to effectuate the same as fully to all intents and
purposes as each of the undersigned might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them individually, or any of their 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard M. Ferry
- -------------------- Chair of the Board February 28, 1999
Richard M. Ferry
/s/ Windle B. Priem
- ------------------- Chief Executive Officer, February 28, 1999
Windle B. Priem President and Director
(Principal Executive Officer)
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/s/ Elizabeth S.C.S. Murray Chief Financial Officer and February 28, 1999
- ---------------------------- Executive Vice President
Elizabeth S.C.S. Murray (Principal Financial Officer)
/s/ Donald E. Jordan Vice President of Finance February 28, 1999
- ---------------------------- (Principal Accounting
Donald E. Jordan Officer)
/s/ Paul Buchanan-Barrow Director February 28, 1999
- ----------------------------
Paul Buchanan-Barrow
/s/ Peter L. Dunn Director February 28, 1999
- ----------------------------
Peter L. Dunn
/s/ Timothy K. Friar Director February 28, 1999
- ----------------------------
Timothy K. Friar
/s/ Sakie T. Fukushima Director February 28, 1999
- ----------------------------
Sakie T. Fukushima
Director February __, 1999
- ----------------------------
Scott E. Kingdom
/s/ Young Kuan-Sing Director February 28, 1999
- ----------------------------
Young Kuan-Sing
/s/ Raimondo Nider Director February 28, 1999
- ----------------------------
Raimondo Nider
Director February __, 1999
- ----------------------------
Manuel A. Papayanopulos
/s/ Michael A. Wellman Director February 28, 1999
- ----------------------------
Michael A. Wellman
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Korn/Ferry International Performance Award Plan.
5.1 Opinion of O'Melveny & Myers LLP (opinion re
legality).
23.1 Consent of Arthur Andersen LLP (consent of
independent auditors).
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in this Registration Statement under
"Signatures").
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