Registration No. 33-52871 ================================================================================ 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., EMPLOYEE'S SAVINGS PLAN AND TRUST (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. 033-52871) filed with the Securities and Exchange Commission on March 29, 1994, Barrett Business Services, Inc., a Maryland corporation, registered 60,000 shares of common stock, $0.01 par value per share, with respect to the Barrett Business Services, Inc., Employee's Savings Plan and Trust. In May 1994, the corporation effected a 2 for 1 stock split, bringing the total number of shares registered under this Form S-8 to 120,000 shares. The Registration Statement is hereby amended to deregister all the remaining shares of common stock, $0.01 par value per share, of Barrett Business Services, Inc. under the Registration Statement and to terminate the registration. 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 D. 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. Mulholland (3) Principal Accounting Officer: JAMES D. MILLER* Controller (4) A majority of the Board of Directors: /s/ Fores J. Beaudry -------------------- Fores J. Beaudry Director /s/ Thomas J. Carley -------------------- Thomas J. Carley Director /s/ James B. Hicks ------------------ James B. Hicks Director ANTHONY MEEKER* Director NANCY B. SHERERTZ* Director *By /s/ Michael D. Mulholland ------------------------- Michael D. Mulholland Attorney-in-fact II-2