As filed with the Securities and Exchange Commission on May 3, 2022
Registration No 333-50543
Registration No. 333-142623 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 to Form S-8 Registration Statement No. 333-50543
POST-EFFECTIVE AMENDMENT NO. 1 to Form S-8 Registration Statement No. 333-142623
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FORM S-8 POS
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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KFORCE INC.
(Exact name of registrant as specified in its charter)
_______________________________________ | | | | | |
| FLORIDA | 59-3264661 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | | | | |
| 1001 EAST PALM AVENUE, TAMPA, FLORIDA | | 33605 |
| (Address of Principal Executive Offices) | | (Zip Code) |
KFORCE 401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
_______________________________________
DAVID M. KELLY
Executive Vice President, Chief Financial Officer and Secretary
KFORCE INC.
1001 East Palm Avenue, Tampa, Florida 33605
(Name and address of agent for service)
(813) 552-5000
(Telephone number, including area code, of agent for service)
_______________________________________
Copies of all communications to:
JENNIFER L. SMAYDA, ESQ.
General Counsel
KFORCE INC.
1001 East Palm Avenue,
Tampa, Florida 33605
(813) 552-5000
and
ROBERT J. GRAMMIG, ESQ.
HOLLAND & KNIGHT LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
(813) 227-8500
_______________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | ý | | Accelerated filer | | ¨ |
| Non-accelerated filer | | ¨ | | Smaller reporting company | | ¨ |
| | | | Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
On April 21, 1998, Kforce Inc. ("Kforce") filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-8 (Registration No. 333-50543) (the "333-50543 Registration Statement") registering 4,059,265 shares of common stock, par value of $0.01 per share (the "Common Stock"), in connection with the Kforce 401(k) Retirement Savings Plan (the "401(k) Plan"). On May 4, 2007, Kforce filed with the Commission a registration statement on Form S-8 (Registration No. 333-142623) (the "333-142623 Registration Statement") registering 350,000 additional shares of common stock of Kforce and an indeterminate amount of interests issuable pursuant to the 401(k) Plan.
Kforce is filing this Post-Effective Amendment No. 1 to the 333-50543 Registration Statement and the 333-142623 Registration Statement to deregister any and all previously-registered shares of Common Stock, as well as those related previously-registered interests issuable pursuant to the 401(k) Plan, that remained available, as of the date of this Post-Effective Amendment No. 1, under the 333-50543 Registration Statement, the 333-142623 Registration Statement, or otherwise under the 401(k) Plan.
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 Post-Effective Amendment No. 1 to the 333-50543 Registration Statement and the 333-142623 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 3, 2022.
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| | | | | KFORCE INC. |
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| Date: May 3, 2022 | | | | By: | | /s/ JOSEPH J. LIBERATORE |
| | | | | | | Joseph J. Liberatore
President and Chief Executive Officer, Director
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the 333-50543 Registration Statement and the 333-142623 Registration Statement has been signed by the following persons in the capacities and on the date indicated. | | | | | | | | | | | | | | | | | | | | |
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| Date: May 3, 2022 | | | | By: | | /s/ JOSEPH J. LIBERATORE |
| | | | | | | Joseph J. Liberatore
President and Chief Executive Officer, Director (Principal Executive Officer) |
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| Date: May 3, 2022 | | | | By: | | /s/ DAVID M. KELLY |
| | | | | | | David M. Kelly
Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial Officer) |
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| Date: May 3, 2022 | | | | By: | | /s/ JEFFREY B. HACKMAN |
| | | | | | | Jeffrey B. Hackman
Senior Vice President, Finance and Accounting
(Principal Accounting Officer) |
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| Date: May 3, 2022 | | | | By: | | /s/ DAVID L. DUNKEL |
| | | | | | | Chairman of the Board, Director |
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| Date: May 3, 2022 | | | | By: | | /s/ DERRICK D. BROOKS |
| | | | | | | Derrick D. Brooks
Director |
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| Date: May 3, 2022 | | | | By: | | /s/ CATHERINE H. CLOUDMAN |
| | | | | | Catherine H. Cloudman
Director |
| Date: May 3, 2022 | | | | By: | | /s/ ANN E. DUNWOODY |
| | | | | | Ann E. Dunwoody Director |
| Date: May 3, 2022 | | | | By: | | /s/ MARK F. FURLONG |
| | | | | | | Mark F. Furlong
Director |
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| Date: May 3, 2022 | | | | By: | | /s/ RANDALL A. MEHL |
| | | | | | | Randall A. Mehl
Director |
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| Date: May 3, 2022 | | | | By: | | /s/ ELAINE D. ROSEN |
| | | | | | | Elaine D. Rosen
Director |
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| Date: May 3, 2022 | | | | By: | | /s/ N. JOHN SIMMONS |
| | | | | | | N. John Simmons
Director |
