As filed with the Securities and Exchange Commission on July 19, 2005
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
MANPOWER INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin | 39-1672779 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
5301 North Ironwood Road | |
Milwaukee, Wisconsin | 53217 |
(Address of Principal Executive Offices) | (Zip Code) |
________________________________________
1990 EMPLOYEE STOCK PURCHASE PLAN
________________________________________
Michael J. Van Handel
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(414) 961-1000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Kenneth C. Hunt
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
CALCULATION OF REGISTRATION FEE
Proposed | Proposed | |||
Maximum | Maximum | |||
Title of Securities | Amount to | Offering | Aggregate | Amount of |
to be Registered | be Registered | Price Per Unit | Offering Price | Registration Fee |
Common Stock | ||||
$.01 par value | 650,000 | $42.42(1) | $27,573,000 | $3,245.34(1) |
(1)
Registration fee calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The registration fee is based on the average of the high and low price of a share of Manpower Inc. common stock on July 15, 2005 on the New York Stock Exchange.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-8 filed by Manpower Inc. (Registration No. 333-31021) pursuant to the Securities Act of 1933, as amended, on July 10, 1997, is incorporated by reference into this Registration Statement.
Exhibits
4.1 | 1990 Employee Stock Purchase Plan (incorporated by reference to the Manpower Inc. Proxy Statement on |
Schedule 14A for the 2005 Annual Meeting of Shareholders held on April 26, 2005, filed on March 15, 2005) | |
5.1 | Opinion of Godfrey & Kahn, S.C. |
23.1 | Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1) |
23.2 | Consent of PricewaterhouseCoopers LLP |
24.1 | Powers of Attorney |
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 Milwaukee, State of Wisconsin, on July 19, 2005.
MANPOWER INC.
By:/s/ Jeffrey A. Joerres
Jeffrey A. Joerres
Chairman, President and
Chief Executive Officer
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 dates indicated.
Signature
Title
Date
/s/ Jeffrey A. Joerres
Chairman, President and Chief Executive
July 19, 2005
Jeffrey A. Joerres
Officer and a Director (Principal Executive Officer)
/s/ Michael J. Van Handel
Executive Vice President, Chief Financial Officer
July 19, 2005
Michael J. Van Handel
and Secretary (Principal Financial Officer
and Principal Accounting Officer)
Directors:
J. Thomas Bouchard, Rozanne L. Ridgway, Marc J. Bolland, Stephanie A. Burns, Jack M. Greenberg, Willie D. Davis, Terry A. Hueneke, Dennis Stevenson, John R. Walter and Edward J. Zore
By:
/s/ Michael J. Van Handel
July 19, 2005
Michael J. Van Handel
Attorney-In-Fact*
*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.
EXHIBIT INDEX
Exhibits
4.1 | 1990 Employee Stock Purchase Plan (incorporated by reference to the Manpower Inc. Proxy Statement on |
Schedule 14A for the 2005 Annual Meeting of Shareholders held on April 26, 2005, filed on March 15, 2005) | |
5.1 | Opinion of Godfrey & Kahn, S.C. |
23.1 | Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1) |
23.2 | Consent of PricewaterhouseCoopers LLP |
24.1 | Powers of Attorney |
Exhibit 5.1
| 780 NORTH WATER STREET MILWAUKEE, WI 53202-3590 TEL 414-273-3500 FAX 414-273-5198 www.gklaw.com GODFREY & KAHN, S.C. MILWAUKEE APPLETON GREEN BAY WAUKESHA LAFOLLETTE GODFREY & KAHN MADISON |
![[exh51001.jpg]](https://cdn.kscope.io/f2a4b020fd8105f4661a1e0621fd2267-exh51001.jpg)
July 19, 2005
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
Ladies and Gentlemen:
We have acted as your counsel in connection with the offer by Manpower Inc., a Wisconsin corporation (the “Company”), of up to 650,000 shares of common stock, $.01 par value (the “Shares”). The Shares are to be issued pursuant to the 1990 Employee Stock Purchase Plan of Manpower Inc. (the “Plan”) as described in the Company’s Prospectus (the “Prospectus”), including all amendments and supplements thereto, relating to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on or about July 19, 2005 (the “Registration Statement”).
We have examined: (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws, each as amended to date, (c) certain resolutions of the Company’s Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the Shares are duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable, subject to Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor provision. Section 180.0622(2)(b) of the Wisconsin Statutes provides that shareholders of a corporation may be assessed up to the par value of their shares to satisfy the obligations of such corporation to its employees for services rendered, but not exceeding six months service in the case of any individual employee. Certain Wisconsin courts have interpreted “par value” to mean the full amount paid by the purchaser of shares upon issuance thereof.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
Exhibit 23.2
[PricewaterhouseCoopers Logo] | |
PricewaterhouseCoopers LLP 100 E. Wisconsin Ave., Suite 1500 Milwaukee, WI 53202 Telephone (414) 212 1600 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 16, 2005 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2004 Annual Report to Shareholders of Manpower Inc., which is incorporated by reference in Manpower Inc.'s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the incorporation by reference of our report dated February 16, 2005 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
July 19, 2005
Exhibit 24.1
POWER OF ATTORNEY
(Form S-8 for the 1990 Employee Stock Purchase Plan)
Each of the undersigned directors of Manpower Inc. (the “Company”) designates each of Jeffrey A. Joerres and Michael J. Van Handel, with the power of substitution, as the undersigned’s true and lawful attorney-in-fact for the purpose of: (i) executing in the undersigned’s name and on the undersigned’s behalf the Company’s Registration Statement on Form S-8 relating to the 1990 Employee Stock Purchase Plan and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in the undersigned’s name and on the undersigned’s behalf in the undersigned’s capacity as a director to enable the Company to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Comm ission; and (iii) ratifying and confirming the undersigned’s signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.
IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney for Registration Statement on Form S-8, on one or more counterparts, as of the 14th day of January, 2005.
/s/ Marc J. Bolland | /s/ J. Thomas Bouchard | |
Marc J. Bolland | J. Thomas Bouchard | |
/s/ Stephanie A. Burns | /s/ Willie D. Davis | |
Stephanie A. Burns | Willie D. Davis | |
/s/ Jack M. Greenberg | /s/ Terry A. Hueneke | |
Jack M. Greenberg | Terry A. Hueneke | |
/s/ Jeffrey A. Joerres | /s/ Rozanne L. Ridgeway | |
Jeffrey A. Joerres | Rozanne L. Ridgway | |
/s/ Dennis Stevenson | /s/ John R. Walter | |
Dennis Stevenson | John R. Walter | |
/s/ Edward J. Zore | ||
Edward J. Zore | ||