-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZSsC5avoDjyXy8HifD6WOJvU41M4IY9G/7Bzhv5v0mr8hPNoDH/LV29Etk114mU ouwzHbLtKgSbY2IiV6opig== 0000895813-99-000210.txt : 19990426 0000895813-99-000210.hdr.sgml : 19990426 ACCESSION NUMBER: 0000895813-99-000210 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990423 EFFECTIVENESS DATE: 19990423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL EMPLOYMENT ENTERPRISES INC CENTRAL INDEX KEY: 0000040570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 366097429 STATE OF INCORPORATION: IL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-76879 FILM NUMBER: 99599560 BUSINESS ADDRESS: STREET 1: ONE TOWER LANE - STE 2100 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7089540400 MAIL ADDRESS: STREET 2: ONE TOWER LANE SUITE 2100 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: OSHEA CHARLES M CORP DATE OF NAME CHANGE: 19670413 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 GENERAL EMPLOYMENT ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Illinois 36-6097429 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification no.) Oakbrook Terrace Tower One Tower Lane, Suite 2100 Oakbrook Terrace, Illinois 60181 (Address of principal executive offices, including zip code) GENERAL EMPLOYMENT ENTERPRISES, INC. 1999 STOCK OPTION PLAN (Full title of the plan) Herbert F. Imhoff Chairman of the Board and Chief Executive Officer General Employment Enterprises, Inc. Oakbrook Terrace Tower One Tower Lane, Suite 2100 Oakbrook Terrace, Illinois 60181 (Name and address of agent for service) (630) 954-0400 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Amount offering price aggregate Amount of to be per share offering price registration fee Title of Securities to be Registered registered (1) (1) (1) ------------------------------------ ---------- -------------- -------------- ---------------- Common Stock, no par value, (including 250,000 $4.47 $1,117,500 $311 associated Preferred Stock Purchase Rights)
_________________ (1) Estimated on the basis of $4.47 per share, the average of the high and low sales prices of the Common Stock on April 21, 1999, pursuant to Rule 457(h) under the Securities Act of 1933. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by General Employment Enterprises, Inc. (the "Registrant") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1998; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998; and (c) The description of the Registrant's Common Stock, no par value, contained in the Registrant's Registration Statement on Form S- 1, filed with the Securities and Exchange Commission (the "Commission") on March 3, 1967, under the Securities Act of 1933, and in the Registration Statement filed on Form 8-A filed with the Commission on February 21, 1990 under Section 12 of the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 8.75 of the Illinois Business Corporation Act of 1983 permits indemnification of directors, employees and agents of corporations under certain conditions and subject to certain limitations. Article VII of the By-Laws of the Registrant ("Article VII") provides that each person who was or is a party to, or has threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or that he or she was serving at the request of the corporation as a director or officer of another 3 corporation, partnership, joint venture, trust or other enterprise, will be indemnified by the Registrant, to the fullest extent authorized by the Illinois Business Corporation Act of 1983, as currently in effect, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. Article VII provides that the rights conferred thereby are contract rights between the Registrant and each Director or Officer serving in each such capacity, and any repeal or modification of Article VII shall not affect any rights or obligations thereunder with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. The Registrant has insurance which, subject to certain policy limits, deductible amounts and exclusions, insures directors and officers of the Registrant for liabilities incurred as a result of acts committed in their capacity as directors and officers or claims made against them by reason of their status as directors or officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 4 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 5 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 Oakbrook Terrace, State of Illinois, on April 19, 1999. GENERAL EMPLOYMENT ENTERPRISES, INC. By: /s/ Herbert F. Imhoff ------------------------------ Herbert F. Imhoff Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below appoints Herbert F. Imhoff and Herbert F. Imhoff, Jr. or either of them, as such person's true and lawful attorneys to execute in the name of each such person, and to file, any amendments to this registration statement that either of such attorneys will deem necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission with respect thereto, in connection with the registration of the shares of Common Stock of the Registrant that are subject to this registration statement, which amendments may make such changes in such registration statement as either of the above-named attorneys deems appropriate, and to comply with the undertakings of the Registrant made in connection with this registration statement; and each of the undersigned hereby ratifies all that either of said attorneys will 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/ Herbert F. Imhoff Director, Chairman of, April 19, 1999 -------------------------- the Board and Chief Herbert F. Imhoff Executive Officer (Principal Executive Officer) 6 Signature Title Date --------- ----- ---- /s/ Kent M. Yauch Chief Financial Officer April 19, 1999 -------------------------- and Treasurer (Principal Kent M. Yauch Financial and Accounting Officer) /s/ Herbert F. Imhoff, Jr. Director April 19, 1999 -------------------------- Herbert F. Imhoff, Jr. /s/ Sheldon Brottman Director April 15, 1999 -------------------------- Sheldon Brottman /s/ Leonard Chavin Director April 14, 1999 -------------------------- Leonard Chavin /s/ Delain G. Danehey Director April 14, 1999 -------------------------- Delain G. Danehey /s/ Walter T. Kerwin, Jr. Director April 17, 1999 -------------------------- Walter T. Kerwin, Jr.
7 EXHIBIT INDEX Exhibit Number Description ------- ----------- 5 Opinion of Schiff Hardin & Waite 23.1 Consent of Ernst & Young LLP 23.2 Consent of Schiff Hardin & Waite (contained in its opinion filed as Exhibit 5) 24 Powers of Attorney (contained on the signature pages hereto) EX-5 2 EXHIBIT 5 --------- SCHIFF HARDIN & WAITE 6600 Sears Tower, Chicago, Illinois 60606 (312) 258-5500 ----------------------------------------- April 23, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: General Employment Enterprises, Inc. Registration of 250,000 Shares of Common Stock, No Par Value, on Form S-8 ----------------------------------------------- Ladies and Gentlemen: We have acted as counsel to General Employment Enterprises, Inc., an Illinois Corporation (the "Company"), in connection with the Company's filing of a Registration Statement on Form S-8 (the "Registration Statement") covering 250,000 shares of Common Stock, no par value, (and the related Preferred Stock Purchase Rights attached thereto) of the Company (the "Shares"), to be issued pursuant to the terms of the General Employment Enterprises, Inc. 1999 Stock Option Plan (the "Plan"). We have made such investigation and have examined such documents as we have deemed necessary in order to enable us to render the opinion contained herein. Based upon the foregoing, it is our opinion that the 250,000 Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Jason Zellers ----------------- Jason Zellers EX-23 3 EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the General Employment Enterprises, Inc. 1999 Stock Option Plan of our report dated November 9, 1998, with respect to the consolidated financial statements of General Employment Enterprises, Inc. and subsidiary included in its Annual Report on Form 10-KSB for the fiscal year ended September 30, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young Ernst & Young LLP Chicago, Illinois April 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----