KFORCE INC

Regulatory Filings • May 3, 2022

S-8 POS 1 forms-8x05322.htm S-8 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2022 Workiva Document

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)

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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)

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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)

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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

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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.

/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.

Date: May 3, 2022
Joseph J. Liberatore President and Chief Executive Officer, Director (Principal Executive Officer)

Date: May 3, 2022
David M. Kelly Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)

Date: May 3, 2022	By:	/s/ JEFFREY B. HACKMAN
		Jeffrey B. Hackman Senior Vice President, Finance and Accounting (Principal Accounting Officer)
Date: May 3, 2022	By:	/s/ DAVID L. DUNKEL
		Chairman of the Board, Director

Date: May 3, 2022
Derrick D. Brooks Director

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

Date: May 3, 2022
Randall A. Mehl Director

Date: May 3, 2022
Elaine D. Rosen Director

Date: May 3, 2022
N. John Simmons Director