Registration No. 333-50522 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- BARRETT BUSINESS SERVICES, INC. (Exact name of registrant as specified in its charter) Maryland 52-0812977 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 4724 S.W. Macadam Avenue Portland, Oregon 97239 Telephone (503) 220-0988 (Address and telephone number of principal executive offices) BARRETT BUSINESS SERVICES, INC., 1993 STOCK INCENTIVE PLAN (Full title of the plan) William W. Sherertz President Barrett Business Services, Inc. 4724 S.W. Macadam Avenue Portland, Oregon 97239 Telephone (503) 220-0988 (Name, address, and telephone number of agent for service) ---------------------------- Copies to: Miller Nash LLP 111 S.W. Fifth Avenue Portland, Oregon 97204-3699 Attn: Mary Ann Frantz (503) 224-5858 ---------------------------- DEREGISTRATION Pursuant to Registration Statement on Form S-8 (No. 333-50522) filed with the Securities and Exchange Commission on November 22, 2000, Barrett Business Services, Inc., a Maryland corporation, registered 250,000 shares of common stock, $0.01 par value per share, for issuance under the Barrett Business Services, Inc., 1993 Stock Incentive Plan. Of the 250,000 shares originally registered, 0 shares were sold. The Registration Statement is hereby amended to deregister 250,000 shares of common stock, $0.01 par value per share, of Barrett Business Services, Inc. II-1 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 Portland, state of Oregon, on the 30th day of May, 2003. BARRETT BUSINESS SERVICES, INC. (Registrant) By /s/ Michael E. Mulholland ------------------------- Michael D. Mulholland Vice President-Finance Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of the 30th day of May, 2003. Signature Title (1) Principal Executive Officer and Director: WILLIAM W. SHERERTZ* President and Chief Executive Officer and Director (2) Principal Financial Officer: /s/ Michael D. Mulholland Vice President-Finance ------------------------- Michael D. Muholland (3) Principal Accounting Officer: JAMES D. MILLER* Controller (4) A majority of the Board of Directors: /s/ Fores J. Beaudry Director ------------------------ Fores J. Beaudry /s/ Thomas J. Carley Director ------------------------ Thomas J. Carley /s/ James B. Hicks Director ------------------------ James B. Hicks ANTHONY MEEKER* Director NANCY B. SHERERTZ* Director *By /s/ Michael D. Mulholland ------------------------- Michael D. Mulholland Attorney-in-fact II-2