As filed with the Securities and Exchange Commission on December 4, 2009

Registration No. 333-68212

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

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 INC. 1999 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 

 

JOSEPH J. LIBERATORE

Executive Vice President, Chief Financial Officer

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:

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 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.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

On August 23, 2001, Kforce Inc. (“Kforce”) filed with the Securities and Exchange Commission a registration statement on Form S-8 (Registration No. 333-68212) (the “Registration Statement”) registering the sale of up to 3,000,000 shares of Common Stock, par value $0.01 per share, pursuant to the Kforce Inc. 1999 Employee Stock Purchase Plan (the “1999 ESPP”). On October 30, 2009, the Board of Directors of Kforce Inc. (“Kforce”) approved the 2009 Employee Stock Purchase Plan (the “2009 ESPP”), which will replace the 1999 ESPP, which had a ten-year termination provision.

Kforce is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister any and all previously registered shares that remained available as of the date hereof for future grant under the 1999 ESPP.

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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 Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on this 4^th day of December, 2009.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signatures				Title		Date
By:		/S/    DAVID L. DUNKEL         David L. Dunkel		Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)		December 4, 2009
By:		/S/    JOSEPH J. LIBERATORE         Joseph J. Liberatore		Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)		December 4, 2009
By:		/S/    JEFFREY B. HACKMAN		Vice President and Chief Accounting Officer (Principal Accounting Officer)		December 4, 2009
		Jeffrey B. Hackman
By:		/S/    JOHN N. ALLRED		Director		December 4, 2009
		John N. Allred
By:		/S/    W.R. CAREY, JR.		Director		December 4, 2009
		W.R. Carey, Jr.
By:		/S/    RICHARD M. COCCHIARO		Vice Chairman of the Board, Director		December 4, 2009
		Richard M. Cocchiaro
By:		/S/    MARK F. FURLONG		Director		December 4, 2009
		Mark F. Furlong
By:		/S/    PATRICK D. MONEYMAKER		Director		December 4, 2009
		Patrick D. Moneymaker
By:		/S/    ELAINE D. ROSEN		Director		December 4, 2009
		Elaine D. Rosen
By:		/S/    RALPH E. STRUZZIERO		Director		December 4, 2009
		Ralph E. Struzziero
By:		/S/    HOWARD W. SUTTER		Vice Chairman of the Board, Vice President and Director		December 4, 2009
		Howard W. Sutter
By:		/S/    A. GORDON TUNSTALL		Director		December 4, 2009
		A. Gordon Tunstall