As filed with the Securities and Exchange Commission on January 20, 2010.
Registration No. 333-18695
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MPS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida
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59-3116655
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 Independent Drive, Jacksonville, Florida 32202
(904) 360-2000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
George Reardon
General Counsel
MPS Group, Inc.
175 Broad Hollow Road
Melville, NY 11747
(631) 844-7800
(Name, address, including zip code, and telephone number, including area code, of agent for
service)
With A Copy To:
David Kurzweil
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4834
(212) 906-1200
Approximate date of
commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the registration statement on Form S-3 (Registration No. 333-18695) of MPS Group,
Inc., a Florida corporation (the Registrant), filed with the Securities and Exchange Commission on December 24, 1996, as amended by the Pre-Effective Amendment No. 1, filed with the Securities and Exchange Commission on
January 15, 1997 (as amended, the Registration Statement), relating to the offer for resale by certain security holders of up to 7,599,077 shares of the Registrants common stock.
On January 19, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated October 19, 2009 by and among the
Registrant, Adecco, Inc., a Delaware corporation (Adecco), and Jaguar Acquisition Corp. (Merger Sub), a Florida corporation and a wholly-owned subsidiary of Adecco, Merger Sub merged with and into the Registrant (the
Merger), with the Registrant surviving the Merger. As a result of the Merger, each share of the common stock of the Registrant (including each share of the Registrants restricted common stock) that was issued and outstanding
immediately prior to the effective date of the Merger (other than shares of common stock owned by the Registrant, Merger Sub, or any of their respective wholly owned subsidiaries or held in the treasury of the Registrant) was cancelled and
automatically converted into the right to receive in cash an amount per share equal to $13.80, without interest, less any required withholding taxes.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Pursuant to the undertaking
made by the Registrant as required by Item 512(a)(3) of Regulation S-K, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the common stock registered but unsold under the
Registration Statement.
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Jacksonville, State of Florida, on this 19
th
day of
January 2010.
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MPS GROUP, INC.
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By:
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S
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TEPHEN
N
OLAN
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Name:
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Stephen Nolan
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Title:
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Director and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated below on the 19
th
day of January 2010.
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Signature
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Title
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S
/ T
HERON
I.
G
ILLIAM
(Theron I.
Gilliam)
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Director, President and Chief Executive Officer
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S
/ S
TEPHEN
N
OLAN
(Stephen
Nolan)
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Director and Chief Financial Officer
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S
/ L
ORELEI
D
E
P
ALO
(Lorelei DePalo)
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Senior Vice President Finance, Chief Accounting Officer and Treasurer
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