UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 9, 2001
Date of the Earliest Event Reported: March 22, 2001
RIGHT MANAGEMENT CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation)
0-15539 23-2153729
(Commission (IRS Employer Identification
file number) Number)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 988-1588
Item 5: Other Matters
The Board of Directors of Right Management Consultants, Inc. (the Company),
approved amendments to the Directors' Stock Option Plan on March 22, 2001, and
the shareholders of the Company approved these amendments on May 3, 2001. The
amendments change the number of shares as to which options will be granted to
each non-employee Director in December 2001 to 7,500 shares, reflecting both the
April and November 2001 three-for-two stock splits. Commencing December 2001,
the amendments to the termination provisions provide for an option expiration
date ten years from the option's grant date for option grants and delete the
provision requiring an option's termination upon the expiration of three months
from the date of a Director's termination other than for disability or death.
However, no additional shares will vest following a Director's termination of
service except if due to death or disability. The amended and restated
Directors' Stock Option Plan is filed as Exhibit 99.1 of this Form 8-K.
Also, on October 22, 2001, the Company announced that its Board of Directors has
approved a three-for-two common stock split, to be effected on November 1, 2001
through a 50% stock dividend, for shareholders of record as of October 26, 2001.
In conjunction with this stock split, the Board of Directors has also amended
Article 5 of the Company's Articles of Incorporation , as previously amended, to
increase the authorized common stock of the Company. The Board of Directors has
approved an additional 10,000,000 authorized shares of common stock with a par
value of $0.01 per share, resulting in 30,000,000 shares of authorized common
stock. A copy of the press release announcing the three-for-two stock split is
filed as Exhibit 99.2 and a copy of the Articles of Amendment to the Company's
Articles of Incorporation is filed as Exhibit 3.1 of this Form 8-K.
Item 7: Exhibits
Exhibit
Number Description
3.1 Articles of Amendment to the Company's Articles of Incorporation
99.1 Amended and Restated Directors' Stock Option Plan
99.2 Press release announcing a three-for-two common stock split
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RIGHT MANAGEMENT CONSULTANTS, INC.
(Registrant)
Date: November 9, 2001 By: /S/ Charles J. Mallon
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Charles J. Mallon
Executive Vice President and
Chief Financial Officer