As filed with the Securities and Exchange Commission on August 4, 2010
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KFORCE INC.
(Exact name of registrant as specified in its charter)
| FLORIDA | 59-3264661 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 1001 EAST PALM AVENUE, TAMPA, FLORIDA | 33605 | |
| (Address of Principal Executive Offices) | (Zip Code) |
KFORCE INC. 2006 STOCK INCENTIVE PLAN
(Full title of the plan)
JOSEPH J. LIBERATORE
Executive Vice President, Chief Financial Officer
KFORCE INC.
1001 East Palm Avenue, Tampa, Florida 33605
(Name and address of agent for service)
(813) 552-5000
(Telephone number, including area code, of agent for service)
Copies of all communications to:
ROBERT J. GRAMMIG, ESQ.
HOLLAND & KNIGHT LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
(813) 227-8500
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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered (1) | Amount to be registered (1) |
Proposed maximum offering price per |
Proposed maximum aggregate offering |
Amount of registration fee (2) | ||||||||
| Common Stock Par Value—$0.01 |
2,750,000 | (3) | $ | 13.90 | $ | 38,225,000 | $ | 2,725.44 | ||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares of Common Stock which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Kforce Inc. 2006 Stock Incentive Plan, as amended. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the average of the high and low prices reported for the registrant’s common stock traded on The NASDAQ Global Select Market on August 2, 2010. |
| (3) | Represents an increase in the number of shares authorized for issuance under the Kforce Inc. 2006 Stock Incentive Plan, as amended. |
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Registration Statement on Form S-8 filed by Kforce Inc. (the “Registrant” or the “Company”) with the Securities and Exchange Commission (the “Commission” or the “SEC”) on May 4, 2007 (File No. 333-142620) with respect to the registration of 3,000,000 shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), authorized for issuance pursuant to the Kforce Inc. 2006 Stock Incentive Plan, as amended (“Stock Incentive Plan”) and the Registration Statement filed on Form S-8 under the Securities Act by the Registrant with the SEC on May 5, 2010 (File No. 333-166545) with respect to the registration of 2,100,000 shares of Common Stock, authorized for issuance pursuant to the Stock Incentive Plan, are incorporated herein by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 2,750,000 shares of Common Stock to be reserved for issuance under the Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 8. | EXHIBITS. |
| Exhibit |
Description | |
| 5.1 | Opinion of Holland & Knight LLP. | |
| 23.1 | Consent of Holland & Knight LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Deloitte & Touche LLP. | |
| 24.1 | Powers of Attorney (contained on the signature page). | |
| 99.1 | Kforce Inc. 2006 Stock Incentive Plan, as amended | |
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 Tampa, State of Florida, on August 4, 2010.
| KFORCE INC. | ||||
| Date: August 4, 2010 | By: | /S/ DAVID L. DUNKEL | ||
| David L. Dunkel | ||||
| Chairman of the Board, Chief Executive Officer and Director | ||||
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Dunkel, Joseph J. Liberatore and William L. Sanders, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may 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 date indicated.
| Date: August 4, 2010 | By: | /S/ DAVID L. DUNKEL | ||
| David L. Dunkel | ||||
| Chairman of the Board, Chief Executive Officer and Director | ||||
| (Principal Executive Officer) | ||||
| Date: August 4, 2010 | By: | /s/ JOSEPH J. LIBERATORE | ||
| Joseph J. Liberatore | ||||
| Executive Vice President and Chief Financial Officer | ||||
| (Principal Financial Officer) | ||||
| Date: August 4, 2010 | By: | /s/ JEFFREY B. HACKMAN | ||
| Jeffrey B. Hackman | ||||
| Vice President and Chief Accounting Officer | ||||
| (Principal Accounting Officer) | ||||
| Date: August 4, 2010 | By: | /s/ JOHN N. ALLRED | ||
| John N. Allred | ||||
| Director | ||||
| Date: August 4, 2010 | By: | /s/ W.R. CAREY, JR. | ||
| W.R. Carey, Jr. | ||||
| Director | ||||
| Date: August 4, 2010 | By: | /s/ RICHARD M. COCCHIARO | ||
| Richard M. Cocchiaro | ||||
| Vice Chairman and Director | ||||
| Date: August 4, 2010 | By: | /s/ MARK F. FURLONG | ||
| Mark F. Furlong | ||||
| Director | ||||
| Date: August 4, 2010 |
By: | /s/ PATRICK D. MONEYMAKER | ||
| Patrick D. Moneymaker | ||||
| Director | ||||
| Date: August 4, 2010 |
By: | /s/ ELAINE D. ROSEN | ||
| Elaine D. Rosen | ||||
| Director | ||||
| Date: August 4, 2010 |
By: | /s/ A. GORDON TUNSTALL | ||
| A. Gordon Tunstall | ||||
| Director | ||||
| Date: August 4, 2010 |
By: | /s/ RALPH E. STRUZZIERO | ||
| Ralph E. Struzziero | ||||
| Director | ||||
| Date: August 4, 2010 |
By: | /s/ HOWARD W. SUTTER | ||
| Howard W. Sutter | ||||
| Vice Chairman and Director | ||||