MANPOWER INC.



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



UNITED STATES 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.)

 

 

 

100 Manpower Place

 

 

Milwaukee, Wisconsin

 

53212

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

________________________________________

2003 EQUITY INCENTIVE PLAN

________________________________________

Kenneth C. Hunt

Manpower Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

(414) 961-1000

(Name, address and telephone number, including area code, of agent for service)

With copies to:

Dennis F. Connolly

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin  53202

(414) 273-3500

Large accelerated filer þ

 

Accelerated filer ¨

 

 

 

Non-accelerated filer ¨

 

Smaller reporting company  ¨

 

 

 

(Do not check if a smaller reporting company)

 


CALCULATION OF REGISTRATION  FEE




Title of Securities

to be Registered



Amount to be

Registered


Proposed

Maximum Offering

Price Per Share

Proposed

Maximum

Aggregate Offering

Price



Amount of

Registration Fee

 

 

 

 

 

Common Stock, $.01 par value

2,500,000

$51.34(1)

$128,350,000

$7,161.93(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 September 1, 2009 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. 333-105205) pursuant to the Securities Act of 1933 on May 13, 2003, is incorporated by reference into this Registration Statement.

The following supplements information disclosed in previous Registration Statements:

Item 6.   Indemnification of Directors and Officers

Manpower Inc. has entered into indemnification agreements with each of its outside directors.  The description of the indemnification agreement is contained in the Company’s Current Report on Form 8-K dated October 31, 2006 and is incorporated by reference herein.



2




Exhibits

4.1

2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 28, 2009)

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 Deloitte & Touche LLP

24.1

Powers of Attorney



3




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 September 4, 2009.

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

September 4, 2009

Jeffrey A. Joerres

Officer and a Director (Principal Executive

Officer)

 

 

 

 

 

 

 

/s/ Michael J. Van Handel                      

Michael J. Van Handel

Executive Vice President and Chief Financial

Officer

September 4, 2009

 

 

 


Directors:

Marc J. Bolland, Gina R. Boswell, J. Thomas Bouchard, Cari M. Dominguez, Jack M. Greenberg, Terry A. Hueneke, Roberto Mendoza, Ulice Payne, Jr., John R. Walter and Edward J. Zore

By:

/s/ Kenneth C. Hunt                   

 

September 4, 2009

 

Kenneth C. Hunt

 

 

 

Attorney-In-Fact*

 

 

*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.



4




EXHIBIT INDEX

Exhibits

4.1

2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 28, 2009)

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 Deloitte & Touche LLP

24.1

Powers of Attorney



5