-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TU0LQ8lxWvrZMvYdh8GDN+NYG0EvH7EqIdI3jz28ndPSl0TOtzs/61xwp6FWZl0z PaUziDMz/rHJ5T1whStbqw== 0000912057-95-005954.txt : 19950807 0000912057-95-005954.hdr.sgml : 19950807 ACCESSION NUMBER: 0000912057-95-005954 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950804 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALF ROBERT INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000315213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 941648752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10427 FILM NUMBER: 95559054 BUSINESS ADDRESS: STREET 1: 2884 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4158549700 MAIL ADDRESS: STREET 1: 2884 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: BOOTHE FINANCIAL CORP /DE/ DATE OF NAME CHANGE: 19870721 FORMER COMPANY: FORMER CONFORMED NAME: BOOTHE INTERIM CORP DATE OF NAME CHANGE: 19600201 10-Q 1 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . ------------------------ COMMISSION FILE NUMBER 1-10427 ROBERT HALF INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1648752 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2884 SAND HILL ROAD SUITE 200 MENLO PARK, CALIFORNIA (Address of principal executive 94025 offices) (zip-code) Registrant's telephone number, including area code: (415) 854-9700 ------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes _X_ No ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of June 30, 1995: 28,375,108 shares of $.001 par value Common Stock - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (IN THOUSANDS, EXCEPT SHARE AMOUNTS) ASSETS:
JUNE 30, DECEMBER 31, 1995 1994 ------------- ----------------- (UNAUDITED) Cash and cash equivalents....................................................................... $ 23,923 $ 2,638 Accounts receivable, less allowances of $2,685 in 1995 and $2,600 in 1994............................................................................. 70,891 60,025 Other current assets............................................................................ 5,720 5,040 ------------- ----------------- Total current assets........................................................................ 100,534 67,703 Intangible assets, less accumulated amortization of $30,552 in 1995 and $28,249 in 1994.................................................................... 152,208 152,824 Other assets.................................................................................... 9,241 7,234 ------------- ----------------- Total assets................................................................................ $261,983 $227,761 ------------- ----------------- ------------- ----------------- LIABILITIES AND STOCKHOLDERS' EQUITY: Accounts payable and accrued expenses........................................................... $ 8,620 $ 7,232 Accrued payroll costs........................................................................... 28,510 19,133 Income taxes payable............................................................................ 4,362 2,181 Current portion of notes payable and other indebtedness......................................... 825 1,081 ------------- ----------------- Total current liabilities................................................................... 42,317 29,627 Notes payable and other indebtedness, less current portion...................................... 2,332 3,133 Deferred income taxes........................................................................... 19,737 18,006 ------------- ----------------- Total liabilities........................................................................... 64,386 50,766 STOCKHOLDERS' EQUITY: Common stock, $.001 par value authorized 100,000,000 shares; issued and outstanding 28,378,580 and 28,152,201 shares.......................................................................... 28 28 Capital surplus................................................................................. 88,266 82,655 Deferred compensation........................................................................... (7,478) (5,533) Accumulated translation adjustments............................................................. (153) (541) Retained earnings............................................................................... 116,934 100,386 ------------- ----------------- Total stockholders' equity.................................................................. 197,597 176,995 ------------- ----------------- Total liabilities and stockholders' equity.................................................. $261,983 $227,761 ------------- ----------------- ------------- -----------------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 1 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 1995 1994 1995 1994 -------- -------- -------- -------- (UNAUDITED) (UNAUDITED) Net service revenues...................................................................... $148,570 $106,514 $293,309 $206,410 Direct costs of services, consisting of payroll, payroll taxes and insurance costs for temporary employees . 90,838 65,145 179,538 126,417 -------- -------- -------- -------- Gross margin.............................................................................. 57,732 41,369 113,771 79,993 Selling, general and administrative expenses.............................................. 40,608 28,910 79,893 56,085 Amortization of intangible assets......................................................... 1,154 1,150 2,306 2,279 Net interest (income)/expense............................................................. (83) 461 17 955 -------- -------- -------- -------- Income before income taxes................................................................ 16,053 10,848 31,555 20,674 Provision for income taxes................................................................ 6,703 4,575 13,200 8,797 -------- -------- -------- -------- Net income................................................................................ $ 9,350 $ 6,273 $ 18,355 $ 11,877 -------- -------- -------- -------- -------- -------- -------- -------- Net income per share...................................................................... $ .32 $ .22 $ .63 $ .42 -------- -------- -------- -------- -------- -------- -------- --------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 2 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ---------------- 1995 1994 ------- ------- (UNAUDITED) COMMON STOCK: Balance at beginning of period................................................................................ $ 28 $26,837 Issuance of restricted stock, net -- par value................................................................ -- 334 Exercises of stock options -- par value....................................................................... -- 213 Change in par value........................................................................................... -- (27,298) Repurchases of common stock -- par value...................................................................... -- (59) ------- ------- Balance at end of period.................................................................................... $ 28 $ 27 ------- ------- ------- ------- CAPITAL SURPLUS: Balance at beginning of period................................................................................ $82,655 $33,113 Issuance of restricted stock, net -- excess over par value.................................................... 3,268 4,913 Exercises of stock options -- excess over par value........................................................... 1,185 903 Tax benefits from exercises of stock options.................................................................. 1,158 941 Change in par value........................................................................................... -- 27,298 ------- ------- Balance at end of period.................................................................................... $88,266 $67,168 ------- ------- ------- ------- DEFERRED COMPENSATION: Balance at beginning of period................................................................................ $(5,533) $(2,113) Issuance of restricted stock, net............................................................................. (3,268) (5,246) Amortization of deferred compensation......................................................................... 1,323 824 ------- ------- Balance at end of period.................................................................................... $(7,478) $(6,535) ------- ------- ------- ------- ACCUMULATED TRANSLATION ADJUSTMENTS: Balance at beginning of period................................................................................ $ (541) $ (589) Translation adjustments....................................................................................... 388 53 ------- ------- Balance at end of period.................................................................................... $ (153) $ (536) ------- ------- ------- ------- RETAINED EARNINGS: Balance at beginning of period................................................................................ $100,386 76,354 Repurchases of common stock -- excess over par value.......................................................... (1,807) (913) Net income.................................................................................................... 18,355 11,877 ------- ------- Balance at end of period.................................................................................... $116,934 $87,318 ------- ------- ------- -------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 3 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ---------------- 1995 1994 ------- ------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................................................................................... $18,355 $11,877 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of intangible assets........................................................................... 2,306 2,279 Depreciation expense........................................................................................ 1,531 1,275 Deferred income taxes....................................................................................... 1,325 637 Changes in assets and liabilities, net of effects of acquisitions: Increase in accounts receivable........................................................................... (10,838) (8,501) Increase in accounts payable, accrued expenses and accrued payroll costs.................................. 9,331 5,632 Increase in income taxes payable.......................................................................... 2,181 2,100 Change in other assets, net of change in other liabilities................................................ 1,305 1,776 ------- ------- Total adjustments......................................................................................... 7,141 5,198 ------- ------- Net cash and cash equivalents provided by operating activities................................................ 25,496 17,075 CASH FLOWS USED IN INVESTING ACTIVITIES: Acquisitions, net of cash acquired.......................................................................... (226) (4,283) Capital expenditures........................................................................................ (3,464) (2,098) ------- ------- Cash and cash equivalents used in investing activities........................................................ (3,690) (6,381) CASH FLOWS USED IN FINANCING ACTIVITIES: Borrowings under credit agreement........................................................................... -- 51,200 Repayments under credit agreement........................................................................... -- (62,900) Repurchases of common stock or common stock equivalents..................................................... (1,807) (972) Principal payments on notes payable and other indebtedness.................................................. (1,057) (313) Proceeds and tax benefits from exercise of stock options.................................................... 2,343 2,057 ------- ------- Net cash and cash equivalents used in financing activities.................................................... (521) (10,928) ------- ------- Net decrease in cash and cash equivalents..................................................................... 21,285 (234) Cash and cash equivalents at beginning of period.............................................................. 2,638 1,773 ------- ------- Cash and cash equivalents at end of period.................................................................... $23,923 $ 1,539 ------- ------- ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest.................................................................................................... $ 311 $ 903 Income taxes................................................................................................ 6,072 4,632 Acquisitions: Fair value of assets acquired -- Intangible assets......................................................................................... $ 207 $ 5,294 Other..................................................................................................... 28 1,618 Liabilities incurred -- Notes payable and contracts............................................................................... (9) (2,119) Other..................................................................................................... -- (510) ------- ------- Cash paid, net of cash acquired............................................................................. $ 226 $ 4,283 ------- ------- ------- -------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 4 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (UNAUDITED) NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include the accounts of Robert Half International Inc. (the "Company") and its subsidiaries, all of which are wholly-owned. The company is a Delaware corporation. All significant intercompany balances have been eliminated. Certain reclassifications have been made to the 1994 financial statements to conform to the 1995 presentation. INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in management's opinion, include all adjustments necessary for a fair statement of results for such interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three and six months ended June 30, 1995, and 1994 are not necessarily indicative of results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. REVENUE RECOGNITION. Temporary service revenues are recognized when the services are rendered by the Company's temporary employees. Permanent placement revenues are recognized when employment candidates accept offers of permanent employment. Reserves are established to estimate losses due to placed candidates not remaining in employment for the Company's guarantee period, typically 90 days. FOREIGN CURRENCY TRANSLATION. Foreign income statement items are translated at the monthly average exchange rates prevailing during the period. Foreign balance sheets are translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as part of Stockholders' Equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income. CASH AND CASH EQUIVALENTS. For purposes of the Consolidated Statements of Cash Flows, the Company classifies all highly-liquid investments with a maturity of three months or less as cash equivalents. INTANGIBLE ASSETS. Intangible assets represent the cost of acquired companies in excess of the fair market value of their net tangible assets at the acquisition date, and are being amortized on a straight-line basis over a period of 40 years. The carrying value of intangible assets is periodically reviewed by the Company and impairments are recognized when the expected future operating cash flows derived from such intangible assets are less than their carrying value. Based upon its most recent analysis, the Company believes that no material impairment of intangible assets exist at June 30, 1995. INCOME TAXES. Deferred taxes are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. NOTE B -- SECURITIES REPURCHASE PROGRAM On May 11, 1995, the Company was authorized by its board of directors to repurchase up to one million shares of the Company's common stock from time to time on the open market or in privately negotiated transactions. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR EACH OF THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994. Net service revenues increased 39.5% during the second quarter of 1995 compared to the same period in 1994. Net service revenues for the six months ended June 30, 1995 increased 42.1% compared to the six months ended June 30, 1994. Temporary service revenues increased approximately 40.6% and 42.8% during the three and six months ended June 30, 1995, relative to the three and six months ended June 30, 1994. Permanent placement revenues increased 29.8% and 36.0% during the comparable three and six months ended June 30, 1995. The revenue comparisons reflect continued improvement in the demand for the Company's specialized staffing services. Gross margin dollars increased 39.6% and 42.2% during the three and six month periods ended June 30, 1995, compared with the corresponding three and six month periods ended June 30, 1994. Gross margin amounts equaled 38.9% and 38.8% of revenue for the three and six month periods ended June 30, 1995 and 38.8% of revenue for both the three and six month periods ended June 30, 1994. Selling, general and administrative expenses were approximately $41 million and $80 million during the three and six months ended June 30, 1995 compared to approximately $29 million and $56 million during the three and six months ended June 30, 1994. Selling, general and administrative expenses as a percentage of revenues was 27.3% and 27.2% in the three and six months ended June 30, 1995 compared to 27.1% and 27.2% in the three and six months ended June 30, 1994. Net interest income/expense for the three and six months ended June 30, 1995 decreased by 118% and 98% over the comparable 1994 periods due to an increase in interest income from an increase in cash and cash equivalents and a decrease in interest expense due to a reduction in outstanding indebtedness. The provision for income taxes for the three and six months ended June 30, 1995, was 41.8% compared to 42.2% and 42.6% of income before taxes for the same periods in 1994. The decrease in 1995 is the result of a smaller percentage of non-deductible intangible expenses relative to income. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1995 the Company's sources of liquidity included approximately $23.9 million in cash and cash equivalents and $58.2 million in net working capital. In addition, as of June 30, 1995 $76.6 million is available for borrowing under the Company's $80.0 million bank revolving credit facility at interest rates of either the Eurodollar rate plus 1% or at prime. The Company's liquidity during the first six months of 1995 has increased by $25.5 million from funds generated by operating activities. On May 11, 1995, the Company was authorized by its board of directors to repurchase up to one million shares of the Company's common stock from time to time on the open market or in privately negotiated transactions. The Company's working capital requirements consist primarily of the financing of accounts receivable. While there can be no assurances in this regard, the Company expects that internally generated cash plus the bank revolving line of credit will be sufficient to support the working capital needs of the Company's offices, fixed payments and other long-term obligations. 6 PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 11, 1995, registrant held its annual meeting of stockholders. The only matter presented to stockholders at the annual meeting was the election of two directors to Class III. The vote for director was as follows:
NOMINEE SHARES FOR SHARES WITHHELD - ---------------------------------------------------- ------------- --------------- Edward W. Gibbons................................... 24,059,277 324,630 Harold M. Messmer, Jr............................... 23,972,731 411,176
The continuing directors, whose terms of office did not expire at the meeting, are Andrew S. Berwick, Jr., Frederick P. Furth, Frederick A. Richman, Thomas J. Ryan and J. Stephen Schaub. No other matters were voted upon at the annual meeting. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits.
EXHIBIT NO. - ----------- 10.1 First Amendment to Credit Agreement among Registrant, NationsBank of North Carolina, N.A. and Bank of America National Trust and Savings Association. 10.2 Outside Directors' Option Plan. 11 Computation of Per Share Earnings. 27 Financial Data Schedules.
(b) The registrant filed no current report on Form 8-K during the quarter covered by this report. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROBERT HALF INTERNATIONAL INC. (Registrant) /s/ M. KEITH WADDELL -------------------------------------- M. Keith Waddell SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER (PRINCIPAL FINANCIAL OFFICER AND DULY AUTHORIZED SIGNATORY) Date: August 4, 1995 8 EXHIBIT INDEX
SEQUENTIALLY EXHIBITS DESCRIPTION NUMBERED PAGE - ---------- ------------------------------------------------------------------------------------------- ------------- 10.1 First Amendment to Credit Agreement among Registrant, NationsBank of North Carolina, N.A. and Bank of America National Trust and Savings Association. 10.2 Outside Directors' Option Plan. 11 Computation of Per Share Earnings. 27 Financial Data Schedules.
EX-10.1 2 EXHIBIT 10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") dated as of June 1, 1995, is made among Robert Half International Inc., a Delaware corpora- tion (the "COMPANY"); each of the Banks that is a party to the Credit Agreement defined below (individually, a "BANK" and, collectively, the "BANKS"); NationsBank of North Carolina, N.A., as Administrative Agent for the Banks (in such capacity, together with its successors in such capacity, the "ADMINISTRATIVE AGENT"); and NationsBank of North Carolina, N.A., and Bank of America National Trust and Savings Association, each as Co-Agent and Co-Arranger (in such capacities, together with their successors in each such capacity, the "CO-AGENTS"). WHEREAS, the Company, the Administrative Agent, the Co-Agents, and the Banks are parties to the Credit Agreement dated as of November 1, 1993 (the "CREDIT AGREEMENT"), pursuant to which the Banks have extended credit to the Company in an aggregate principal amount not exceeding $80,000,000 to finance the operations of the Company and its Subsidiaries, to refinance certain existing indebtedness of the Company and to enable certain acquisitions and capital expenditures by the Company, and for other purposes; and WHEREAS, the Company has requested that the Credit Agreement, as in effect on the date of this Amendment, be amended in the respects set forth below, and the Administrative Agent, the Co-Agents and the Banks are willing to accommodate the Company's request on the terms and conditions contained in this Amendment. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINED TERMS. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement and the rules of interpretation set forth in Sections 1.02(a) and 1.04 of the Credit Agreement shall be applicable to this Amendment. 2. AMENDMENTS TO SECTION 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of "APPLICABLE COMMITMENT FEE PERCENTAGE", "APPLICABLE ISSUANCE FEE PERCENTAGE" and "APPLICABLE MARGIN" in their entirety and inserting in their respective places the following new definitions: "APPLICABLE COMMITMENT FEE PERCENTAGE" shall mean, with respect to each Bank's Commitment at any time, the rate equal to the percentages per annum set forth on the right in the table below when the Total Indebtedness to Cash Flow Ratio for the quarter immediately preceding the date of determination falls within the parameters listed on the left in the table below:
APPLICABLE TOTAL INDEBTEDNESS TO CASH FLOW RATIO FEE (% P.A.) - --------------------------------------- ------------- Below 1.25 0.175 Between 1.25 and 2.00 (including 1.25) 0.200 Between 2.00 and 2.75 (including 2.00) 0.250 Between 2.75 and 3.50 (including 2.75) 0.300 Above and including 3.50 0.350
"APPLICABLE ISSUANCE FEE PERCENTAGE" shall mean, with respect to each Letter of Credit at any time, the rate equal to the percentage per annum set forth on the right in the table below when the Total Indebtedness to Cash Flow Ratio for the quarter immediately preceding the date of determination falls within the parameters listed on the left in the table below:
APPLICABLE TOTAL INDEBTEDNESS TO CASH FLOW RATIO FEE (% P.A.) - --------------------------------------- ------------- Below 1.25 0.60 Between 1.25 and 2.00 (including 1.25) 0.90 Between 2.00 and 2.75 (including 2.00) 1.20 Between 2.75 and 3.50 (including 2.75) 1.50 Above and including 3.50 1.75
"APPLICABLE MARGIN" shall mean, with respect to each Eurodollar Loan at any time, the percentages per annum set forth on the right in the table below when the Total Indebtedness to Cash Flow Ratio for the quarter immediately preceding the date of determination falls within the parameters listed on the left in the table below:
APPLICABLE TOTAL INDEBTEDNESS TO CASH FLOW RATIO MARGIN (% P.A.) - --------------------------------------- --------------- Below 1.25 0.60 Between 1.25 and 2.00 (including 1.25) 0.90 Between 2.00 and 2.75 (including 2.00) 1.20 Between 2.75 and 3.50 (including 2.75) 1.50 Above and including 3.50 1.75
(b) The definition of the term "TERMINATION DATE" contained in Section 1.01 of the Credit Agreement is hereby amended by deleting the date "August 31, 2000" contained in line 1 of such definition and substituting in lieu thereof the date "August 31, 2001". 3. AMENDMENT TO SECTION 2.04. Section 2.04(b) of the Credit Agreement is hereby amended by deleting the table set forth in such section and substituting in lieu thereof the following table:
(A) (B) COMMITMENTS REDUCED COMMITMENT REDUCTION TO THE FOLLOWING DATE AMOUNTS ($) - --------------------- --------------------- January 31, 1996 $ 77,500,000 August 31, 1996 $ 75,000,000 January 31, 1997 $ 67,500,000 August 31, 1997 $ 60,000,000 January 31, 1998 $ 52,500,000 August 31, 1998 $ 45,000,000 January 31, 1999 $ 37,500,000 August 31, 1999 $ 30,000,000 January 31, 2000 $ 22,500,000 August 31, 2000 $ 15,000,000 January 31, 2001 $ 7,500,000 August 31, 2001 $ 0
4. AMENDMENTS TO SECTION 8.20. (a) Section 8.20 of the Credit Agreement is hereby amended by deleting the amount "$4,000,000" contained in line 3 of such section and substituting in lieu thereof the amount "$5,000,000". (b) Section 8.20 of the Credit Agreement is further amended by deleting the amount "5,000,000" contained in line 9 of such section and substituting in lieu thereof the amount "$8,000,000". 5. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Administrative Agent, the Co-Agents, the Issuing Bank and the Banks that: (a) the representations and warranties made by the Company in the Credit Agreement and by each Obligor in each of the other Basic Documents to which it is a party were true and correct when made; (b) the representations and warranties made by the Company in Section 7 of the Credit Agreement and by each Obligor in each of the other Basic Documents to which it is a party are true and correct as of the date of effectiveness of this Amendment as if made on such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date), except that, solely for the purpose of this Section 5(b), (i) the representations and warranties made by the Company in Section 7.02 of the Credit Agreement shall be deemed to be made with respect to the most recent audited and unaudited financial statements delivered by the Company pursuant to Section 8.01 of the Credit Agreement, and (ii) all references in Section 7 of the Credit Agreement to Schedule(s) I, III, V and VI to the Credit Agreement shall be deemed to refer to the updated schedules attached as Schedule(s) I, III, V and VI to this Amendment; (c) upon the date of effectiveness of this Amendment no Default under the Credit Agreement has occurred and is continuing; (d) this Amendment constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; and (e) none of the execution and delivery by the Company of this Amendment, the execution and delivery by each Guarantor of each Confirmation of Guarantee referred to in Section 6(b) of this Amendment, the execution and delivery by each Pledgor of each Confirmation of Pledge Agreement referred to in Section 6(c) of this Amendment, the consummation of the transactions contemplated by this Amendment, nor compliance with the terms of the Basic Documents (as so amended and so confirmed), (A) does or will (i) conflict with, violate any provision of, or require any consent under, the charter or by-laws of the Company or any Active Subsidiary, (ii) violate any applicable Governmental Rule or conflict with, result in a breach of, require any consent under or constitute a default under any agreement or instrument (other than the Basic Documents) to which the Company or any Active Subsidiary is a party or by which any of them or any of their Property is bound or to which any of them is subject, (iii) constitute a default under, or result in the acceleration or mandatory prepayment of, any indebtedness evidenced by or termination of any such agreement or instrument, or (iv) result in the creation or imposition of any Lien upon any Property of the Company or any Active Subsidiary pursuant to the terms of any such agreement or instrument, in each case which violation, conflict, breach, default, Lien or failure to obtain consent would have a Material Adverse Effect or (B) does or will result in a breach of or constitute a default under the Credit Agreement or any other Basic Document. 6. CONDITIONS TO EFFECTIVENESS. This Amendment shall be and become effective upon the execution and delivery by the parties of this Amendment and receipt by the Administrative Agent of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Bank) in form and substance: (a) CERTIFICATES. A Secretary's Certificate of the Company substantially in the form attached to this Amendment as Exhibit A-1; and a Secretary's Certificate of each Guarantor and each Pledgor substantially in the form attached to this Amendment as Exhibit A-2; (b) CONFIRMATION OF GUARANTEE AGREEMENTS. A confirmation duly executed by each Guarantor that each Guarantee Agreement, as appropriate, remains in effect notwithstanding the execution, delivery and performance of this Amendment by the parties hereto, substantially in the form attached to this Amendment as Exhibit B; (c) CONFIRMATION OF PLEDGE AGREEMENTS. A confirmation duly executed by each Pledgor that each Pledge Agreement, as appropriate, remains in effect notwithstanding the execution, delivery and performance of this Amendment by the parties hereto, substantially in the form attached to this Amendment as Exhibit C; (d) OPINION OF COUNSEL TO THE OBLIGORS. An opinion, dated the Closing Date, of O'Melveny & Myers, counsel to the Obligors, in substantially the form attached to this Amendment as Exhibit D and covering such other matters as the Administrative Agent or any Bank may reasonably request (and the Company, for itself and on behalf of each Obligor, hereby instructs such counsel to deliver such opinion to the Banks and the Administrative Agent). (e) OTHER DOCUMENTS. Such other documents as the Administrative Agent or any Bank or counsel to any Bank may reasonably request. 7. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. (a) Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. (b) This Amendment shall be construed as one with the Credit Agreement, and the Credit Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment. 8. ENTIRE AGREEMENT. This Amendment, together with the Credit Agreement and the other Basic Documents, and the documents referred to herein or therein or executed in connection herewith or therewith supersede all prior or agreements and understandings, written or oral, among the parties with respect to the subject matter of this Amendment. No party shall have any duties or responsibilities except those expressly set forth in the Basic Documents (as from time to time amended, including by this Amendment). 9. EXPENSES, ETC. Without limiting any provision of the Credit Agreement, the Company agrees to pay or reimburse each of the Banks and the Administrative Agent for (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy, counsel to the Banks), and reasonable costs and expenses of inside counsel to BofA, in connection with the negotiation, preparation, execution and delivery of this Amendment and (b) all other costs and expenses for which the Banks and the Administrative Agent are entitled to be reimbursed pursuant to Section 11.03 of the Credit Agreement. 10. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the benefit of its parties and their respective successors and permitted assigns. 11. SEVERABILITY. Any provisions of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 12. CAPTIONS. The captions and section headings appearing in this Amendment are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment. 13. COUNTERPARTS. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties to this Amendment may execute this Amendment by signing any such counterpart. 14. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. THE COMPANY HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA AND OF ANY CALIFORNIA STATE COURT SITTING IN SAN FRANCISCO, CALIFORNIA, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OF THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written. ROBERT HALF INTERNATIONAL INC. By: /s/ M. Keith Waddell ------------------------------- Title: BANKS: NATIONSBANK OF NORTH CAROLINA, N.A. By: /s/ Brooke Bauer Berg ------------------------------- Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ Cathleen Stark ------------------------------- Title: Vice President UNION BANK By: /s/ B.T. Madigan ------------------------------- Title: Vice President NATIONSBANK OF NORTH CAROLINA, N.A., as Administrative Agent By: /s/ Brooke Berg ------------------------------- Title: Vice President Address for Notices to NationsBank of North Carolina, N.A., as Administrative Agent: 101 S. Tryon Street 6th Floor Charlotte, North Carolina 28255 Ref: Robert Half International Inc. Attention: Mollie Canup Telecopier No.: (704) 386-8694 Telecopier No.: (704) 386-9923 Telephone No.: (704) 386-1316 With a copy to: 444 South Flower Street Suite 1500 Los Angeles, California 90071-2901 Attention: Mr. Scott LaRue Telecopier No.: (213) 624-5815 Telephone No.: (213) 624-3916 NATIONSBANK OF NORTH CAROLINA, N.A., as Co-Agent and Co-Arranger By: /s/ Brooke Berg ------------------------------- Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent and Co-Arranger By: /s/ Cathleen Stark ------------------------------- Title: Vice President EX-10.2 3 EXHIBIT 10.2 EXHIBIT 10.2 OUTSIDE DIRECTORS' OPTION PLAN OF ROBERT HALF INTERNATIONAL INC. 1. DEFINITIONS. As used in this Plan, the following terms have the following meanings: 1.1. ADMINISTRATOR means the Board or a committee appointed by the Board, the composition (and, in the case of a committee, the size) of which shall cause such Administrator to be "disinterested" within the meaning of the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act. If such Administrator is composed of "disinterested persons" within the meaning of such General Rules and Regulations, then any person who is appointed a member of such Administrator and who accepts appointment shall, by virtue thereof, be ineligible for the time period specified in such General Rules and Regulations to be granted an Option under the Plan. 1.2. AFFILIATE means a "parent" or "subsidiary" corporation, as defined in Sections 425(e) and 425(f), respectively, of the Code. 1.3. ANNUAL ORGANIZATIONAL MEETING means the first meeting of the Board after the annual meeting of the Company's stockholders. 1.4. BOARD means the Board of Directors of the Company. 1.5. CHANGE IN CONTROL. A Change in Control means any of the following events: 1.5.1. SCHEDULE 13D OR 13G FILING. A Schedule 13D or 13G is filed pursuant to the Exchange Act indicating that any person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) has become the holder of more than forty percent (40%) of the outstanding Voting Shares. For purposes of calculating the percentage of Voting Shares, such person or group, but no other person or group, shall be deemed the owner of any Voting Shares which such person or group may acquire upon conversion of securities or upon the exercise of options, warrants or rights. 1.5.2. CERTAIN CHANGES IN DIRECTORATE. As a result of or in connection with any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease within one year to constitute a majority of the Board. 1.5.3. GOING PRIVATE. The Company's stockholders approve a definitive agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation. 1.5.4. CERTAIN CORPORATE TRANSACTIONS. The stockholders of the Company approve a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the holders of the Voting Shares immediately before such merger or reorganization will not, immediately following such merger or reorganization, hold as a group on a fully-diluted basis both the ability to elect at least a majority of the directors of the surviving corporation and at least a majority in value of the surviving corporation's outstanding equity securities, or (ii) to sell or otherwise dispose of all or substantially all of the assets of the Company. 1.5.5. TENDER OR EXCHANGE OFFER. An Offer is made by a person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act) and such Offer has resulted in such person or group holding an aggregate of forty percent (40%) or more of the outstanding Voting Shares. For purposes of this Section 1.5.5, Voting Shares held by such person or group shall be calculated in accordance with the last sentence of Section 1.5.1 hereof. 1.6. CODE means the Internal Revenue Code of 1986, as amended. 1.7. COMPANY means Robert Half International Inc. 1.8. DIRECTOR means a member of the Board. 1.9. ELIGIBLE DIRECTOR means a Director who is not also an employee of the Company or an Affiliate. 1.10. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 1.11. GRANT DATE means the date on which an Option is granted. 1.12. OFFER means a tender offer or an exchange offer for shares of the Company's Stock. 1.13. OPTION means an option to purchase Stock as described in Section 5.1 hereof. An Option granted under this Plan is a nonstatutory option to purchase Stock which does not meet the requirements set forth in Section 422A of the Code. 1.14. OPTION AGREEMENT means a written agreement evidencing an Option, in form satisfactory to the Company, duly executed on behalf of the Company and delivered to and executed by an Optionee. 1.15. OPTIONEE means an Eligible Director who has been granted an Option. 1.16. PLAN means the Outside Directors' Option Plan. 1.17. SECURITIES ACT means the Securities Act of 1933, as amended. 1.18. STOCK means the Common Stock, $.001 par value, of the Company. 1.19. STOCK PURCHASE AGREEMENT means a written agreement, in form satisfactory to the Company, duly executed by the Company and an Optionee who has exercised an Option to purchase Stock. 1.20. TERMINATION DATE means the date on which an Optionee ceases to be a Director of the Company. 1.21. VESTING DATE means, with respect to each calendar year, the last day of the month in which the Annual Organization Meeting is held, or such other date as the Administrator shall determine; provided, however, that the "Vesting Date" with respect to a particular Option shall not include the last day of the month in which such Option is granted. 1.22. VOTING SHARES means the outstanding shares of the Company entitled to vote for the election of directors. 2. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and retain the best available candidates for the Board, to provide additional equity incentives to Eligible Directors through their participation in the growth value of the Stock, and to promote the success of the Company's business. To accomplish the foregoing objectives, this Plan provides a means whereby Eligible Directors will receive Options to purchase Stock. 3. STOCK SUBJECT TO THE PLAN. The maximum number of shares of Stock that may be issued upon the exercise of Options is 200,000. The shares of Stock covered by the portion of any Option that expires or otherwise terminates unexercised under this Plan shall become available again for grant. The number of shares of Stock covered by Options is subject to adjustment in accordance with Section 5.8. 4. ADMINISTRATION. The Administrator shall have the authority to grant Options upon the terms and conditions of this Plan, and to determine all other matters relating to this Plan. The Administrator may delegate ministerial duties to such employees of the Company as it deems proper. All questions of interpretation, implementation and application of this Plan shall be determined by the Administrator, and such determinations shall be final and binding on all persons. Notwithstanding the foregoing, if the Administrator is not composed of "disinterested persons" within the meaning of the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act, said Administrator shall delegate responsibility for discretionary decisions concerning the Plan to a "disinterested person" within the meaning of such General Rules and Regulations. 5. TERMS AND CONDITIONS OF OPTIONS. 5.1. GRANT OF OPTION. Options shall be granted pursuant to this Plan as follows: 5.1.1. GRANT ON EFFECTIVE DATE. Upon the effective date of this Plan, an Option for 10,000 shares of Stock shall be granted to each Eligible Director who shall not previously have been granted an option by the Company for the purchase of shares of Stock. 5.1.2. SUBSEQUENT GRANTS. On the date of each Annual Organizational Meeting subsequent to the effective date of this Plan, an Option shall be granted to each Eligible Director. With respect to any Eligible Director who, prior to such date, shall not have been granted an option by the Company, whether pursuant to this Plan or any other plan or arrangement with the Company, the Option shall be for 5,000 shares of Stock. Otherwise, the Option shall be for 4,000 shares of Stock. 5.2. EXERCISE PRICE. The exercise price of an Option shall be 100% of the value of the Stock on the Grant Date, determined in accordance with Section 6 hereof. 5.3. OPTION TERM. Each Option granted under this Plan shall expire ten (10) years from the Grant Date. 5.4. OPTION EXERCISE. 5.4.1. INITIAL EXERCISE. No Option may be exercised in whole or in part until the later to occur of (i) the first Vesting Date following the Grant Date of such Option and (ii) six months after the Grant Date of such Option. 5.4.2. STOCKHOLDER APPROVAL. If stockholder approval of this Plan is required (a) under the rules and regulations promulgated under Section 16 of the Exchange Act in order to exempt any transaction contemplated by this Plan from Section 16(b) of the Exchange Act, or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of the National Association of Securities Dealers automated quotation system ("NASDAQ"), National Market System, if the Company's securities are quoted thereon, then no Option may be exercised in whole or in part until the stockholders of the Company have approved this Plan. 5.4.3. COMPLIANCE WITH SECURITIES LAWS. Stock shall not be issued pursuant to the exercise of an Option unless the exercise of the Option and the issuance and delivery of Stock pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, applicable state securities laws, the rules and regulations promulgated under each of the foregoing, the requirements of the New York Stock Exchange (if the Company's securities are listed thereon) and the requirements of NASDAQ pertaining to the National Market System (if the Company's securities are quoted thereon), and shall be further subject to the approval of counsel for the Company with respect to such compliance. 5.5. REGISTRATION AND RESALE. If the Stock subject to this Plan is not registered under the Securities Act and under applicable state securities laws, the Administrator may require that the Participant deliver to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 5.6. VESTING SCHEDULE. An Optionee's right to exercise an Option shall vest, as to twenty-five percent (25%) of the Stock (as adjusted, pursuant to Section 5.8.1 hereof, if applicable) initially subject to the Option, on each of the first through fourth Vesting Dates following the Grant Date. 5.7. PAYMENT UPON EXERCISE. At the time written notice of exercise of an Option is given to the Company, the Optionee shall make payment in full, in cash or check or by one of the methods specified in Section 5.7.1 or Section 5.7.2 below, for all Stock purchased pursuant to the exercise of such Option. Proceeds of any such payment shall constitute general funds of the Company. 5.7.1. PROMISSORY NOTE. An Option may be exercised by delivery of the Optionee's full recourse promissory note for any portion or all of the aggregate exercise price of the Stock as to which the Option is being exercised. Such note shall (a) bear interest at the lowest rate which will not result in interest being imputed pursuant to the Internal Revenue Code, (b) mature four years after the date of exercise and (c) be on such other terms as determined by the Administrator. Such promissory note shall be secured by a security interest in the Stock purchased pursuant to the Option and in such other manner, if any, as the Administrator shall approve. 5.7.2. DELIVERY OF STOCK. An Option may be exercised by delivery by the Optionee of Stock already owned by the Optionee for all or part of the aggregate exercise price of the Stock as to which the Option is being exercised, so long as (i) the value of such Stock (determined as provided in Section 6) is equal on the date of exercise to the aggregate exercise price of the shares of Stock as to which the Option is being exercised, or such portion thereof as the Optionee is authorized to pay by delivery of Stock and (ii) such previously owned shares have been held by the Optionee for at least six months. 5.8. ADJUSTMENTS. 5.8.1. CHANGES IN CAPITAL STRUCTURE. If the Stock is changed by reason of a stock split, reverse stock split, stock dividend, or recapitalization, or is converted into or exchanged for other securities other than as a result of a Change of Control, the Administrator shall make such appropriate adjustments in (i) the number and class of shares of Stock subject to this Plan, (ii) each Option outstanding under this Plan, and (iii) the exercise price of each outstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustment. Each such adjustment shall be determined by the Administrator in its sole discretion, which determination shall be final and binding on all persons. Any new or additional Stock to which an Optionee may be entitled under this Section 5.8.1 shall be subject to all of the terms and conditions set forth in Section 5 of this Plan. 5.8.2. CHANGE OF CONTROL. In the event of a Change of Control, all Options shall vest immediately. 5.9. NO ASSIGNMENT. No right or benefit under, or interest in, the Plan shall be subject to assignment or transfer (other than by will or the laws of descent and distribution), and no such right, benefit or interest shall be subject to attachment or legal process for or against Participant or his or her beneficiaries, as the case may be. During the life of the Optionee, an Option shall be exercisable only by the Optionee or, in the event of disability of the Optionee, by the Optionee's guardian or legal representative. 5.10. TERMINATION; EXPIRATION OF UNVESTED OPTIONS. Options granted to an Optionee under this Plan, to the extent such rights have not expired or been exercised, shall terminate on such Optionee's Termination Date; provided, however, that an Option may be exercised, to the extent vested and exercisable on the Termination Date, for a period of thirty (30) days after such Optionee's Termination Date; and, provided further, that if exercise of an Option during such thirty (30) day period would subject such Optionee to liability under Section 16(b) of the Exchange Act, such thirty (30) day period shall not begin to run until six (6) months from the date of the last Stock transaction made, indirectly or directly, by such Optionee prior to such Optionee's Termination Date. 6. DETERMINATION OF VALUE. For purposes of this Plan, the value of the Stock shall be the closing sales price on the New York Stock Exchange or the NASDAQ National Market System, as the case may be, on the date the value is to be determined as reported in THE WALL STREET JOURNAL (Western Edition). If there are no trades on such date, the closing sale price on the last preceding business day upon which trades occurred shall be the fair market value. If the Stock is not listed on the New York Stock Exchange or quoted on the NASDAQ National Market System, the fair market value shall be determined in good faith by the Administrator. 7. MANNER OF EXERCISE. An Optionee wishing to exercise an Option shall give written notice to the Company at its principal executive office, to the attention of the Secretary of the Company, accompanied by an executed Stock Purchase Agreement and by payment of the Option exercise price in accordance with Section 5.7. The date the Company receives written notice of an exercise hereunder accompanied by payment of the Option exercise price will be considered the date such Option was exercised. Promptly after receipt of such written notice and payment, the Company shall deliver to the Optionee or such other person permitted to exercise such Option under Section 5.9, a certificate or certificates for the requisite number of shares of Stock. The Company shall pay any stock issue or transfer tax incurred with respect to such exercise and issuance. 8. RIGHTS. 8.1. RIGHTS AS OPTIONEE. No Eligible Director shall acquire any rights as an Optionee unless and until an Option Agreement has been duly executed on behalf of the Company, delivered to the Optionee and executed by the Optionee. 8.2. RIGHTS AS STOCKHOLDER. No person shall have any rights as a stockholder of the Company with respect to any Stock subject to an Option until the date that a stock certificate has been issued and delivered to the Optionee. 8.3. NO RIGHT TO REELECTION. Nothing contained in the Plan or any Option Agreement shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company's stockholders, or confer upon any Director the right to remain a member of the Board for any period of time, or at any particular rate of compensation. 9. REGISTRATION AND RESALE. The Board may, but shall not be required to, cause the Plan, the Options, and Stock subject to the Plan to be registered under the Securities Act and under the securities laws of any state. No Option may be exercised, and the Company shall not be obliged to grant Stock upon exercise of an Option, unless, in the opinion of counsel for the Company, such exercise and grant is in compliance with all applicable federal and state securities laws and the rules and regulations promulgated thereunder. As a condition to the grant of an Option for the issuance of Stock upon the exercise of an Option, the Administrator may require that the Optionee agree to comply with such provisions and federal and state securities laws as may be applicable to such grant or the issuance of Stock, and that the Optionee delivers to the Company such documents as counsel for the Company may determine are necessary or advisable in order to substantiate compliance with applicable securities laws and the rules and regulations promulgated thereunder. 10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may at any time amend, alter, suspend, or discontinue this Plan, except to the extent that stockholder approval is required for any amendment or alteration (a) by Rule 16b-3 or applicable law in order to exempt from Section 16(b) of the Exchange Act any transaction contemplated by this Plan, or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of NASDAQ pertaining to the National Market System, if the Company's securities are quoted thereon; provided, however, no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under an Option without such Optionee's consent; and provided further, that if the Administrator is not composed of "disinterested persons" within the meaning of the General Rules and Regulations promulgated pursuant to Section 16 of the Exchange Act, any provision in this Plan relating to the eligibility of Directors to participate in this Plan, the timing of Option grants made under this Plan or the amount of Options granted to a Director under this Plan shall not be amended more than once every six months, other than to comport with the changes in the Code or the rules thereunder. Subject to the foregoing, the Administrator shall have the power to make such changes in the regulations and administrative provisions hereunder, or in any Option (with the Optionee's consent), as in the opinion of the Administrator may be appropriate from time to time. 11. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting the Administrator shall be indemnified for actions with respect to the Plan to the fullest extent permitted by the Certificate of Incorporation, as amended, and the By-laws of the Company and by the terms of any indemnification agreement that has been or shall be entered into from time to time between the Company and any such person. 12. HEADINGS. The headings used in this Plan are for convenience only, and shall not be used to construe the terms and conditions of the Plan. 13. EFFECTIVE DATE. This Plan shall become effective upon adoption by the Board. If stockholder approval is required (a) under the General Rules and Regulations promulgated under Section 16 of the Exchange Act in order to exempt any transaction contemplated by this Plan from Section 16(b) of the Exchange Act or (b) by the rules of the New York Stock Exchange, if the Company's securities are listed thereon, or (c) by the rules of NASDAQ pertaining to the National Market System, if the Company's securities are quoted thereon, then this Plan shall be submitted to the stockholders of the Company for consideration at the next annual meeting of stockholders. The Administrator may make Options conditioned on such approval, and any Option so made shall be effective as of the date of grant, subject only to such approval. EX-11 4 EXHIBIT 11 EXHIBIT 11 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------- -------------------- 1995 1994 1995 1994 --------- --------- --------- --------- (UNAUDITED) (UNAUDITED) Net Income......................................................... $ 9,350 $ 6,273 $ 18,355 $ 11,877 --------- --------- --------- --------- --------- --------- --------- --------- Weighted Average Number Of Shares Outstanding: Primary: Common stock................................................... 28,383 27,213 28,343 27,125 Common stock equivalents- Stock options (A)............................................. 927 949 953 918 --------- --------- --------- --------- Primary shares outstanding..................................... 29,310 28,162 29,296 28,043 --------- --------- --------- --------- --------- --------- --------- --------- Fully Diluted: Common stock................................................... 28,383 27,213 28,343 27,125 Common stock equivalents- Stock options (A)............................................. 982 1,042 1,010 1,066 --------- --------- --------- --------- Fully diluted shares outstanding............................... 29,365 28,255 29,353 28,191 --------- --------- --------- --------- --------- --------- --------- --------- Net Income Per Share: Primary........................................................ $ .32 $ .22 $ .63 $ .42 Fully diluted.................................................. $ .32 $ .22 $ .63 $ .42 - ------------------------ (A) The treasury stock method was used to determine the weighted average number of shares of common stock equivalents outstanding during the periods.
EX-27 5 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS 12-MOS DEC-31-1995 DEC-31-1994 JAN-01-1995 JAN-01-1994 JUN-30-1995 DEC-31-1994 23,923 2,638 0 0 73,576 62,625 2,685 2,600 0 0 100,534 67,703 0 0 0 0 261,983 227,761 42,317 29,627 2,332 3,133 28 28 0 0 0 0 197,597 176,995 261,983 227,761 0 0 293,309 446,328 0 0 179,538 273,327 2,306 4,584 0 0 17 1,570 31,555 45,207 13,200 19,090 18,355 26,117 0 0 0 0 0 0 18,355 26,117 .63 .92 .63 .92
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