Form 8-K



Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) October 21, 2004



Robert Half International Inc.

(Exact name of registrant as specified in its charter)



Delaware   01-10427   94-1648752

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


2884 Sand Hill Road, Menlo Park, CA   94025
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code (650) 234-6000



(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02    Results of Operations and Financial Condition.


On October 21, 2004, Robert Half International Inc. issued a press release reporting earnings for the third fiscal quarter of 2004. A copy of the press release is attached hereto as Exhibit 99.1.


The foregoing information in this Current Report on Form 8-K, including exhibit 99.1 attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such future filing.


Item 8.01    Other Events.


On September 10, 2004, Plaintiff Mark Lafitte (“Plaintiff”), on behalf of a putative class of salaried Account Executives and Staffing Managers, filed a complaint in California Superior Court naming the Company and three of its wholly owned subsidiaries (collectively, “RHI”) as Defendants. The complaint alleges that RHI’s salaried Account Executives and Staffing Managers based in California have been misclassified under California law as exempt employees and seeks an unspecified amount for unpaid overtime pay alleged to be due to them had they been paid as non-exempt, hourly employees. In addition, the plaintiff seeks an unspecified amount for statutory penalties for alleged violations of the California Labor Code arising from the alleged misclassification of these employees as exempt employees.


This litigation is at a very early stage and discovery has not commenced. At this early phase of the litigation, it is not feasible to predict the outcome of this proceeding. Based on a preliminary review, the Company believes it has meritorious defenses to the allegations, and the Company intends to vigorously defend against the litigation.


Item 9.01    Financial Statements and Exhibits.


(c)    Exhibits





99.1      Robert Half International Inc. October 21, 2004, Press Release.
99.2      Equity Incentive Plan—Form of Restricted Stock Agreement
99.3      Equity Incentive Plan—Form of Stock Option Agreement
99.4      Outside Directors’ Option Plan—Form of Option Agreement



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.



Robert Half International Inc.

Date: October 21, 2004








M. Keith Waddell



  Vice Chairman, President and Chief Financial Officer