content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1999
                                                   REGISTRATION STATEMENT NO. 333-
  ===============================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                   STAFFMARK, INC.
               (Exact name of registrant as specified in its charter)
  
                  ARKANSAS                                      71-0788538
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                      Identification No.)
  
                                234 EAST MILLSAP ROAD
                            FAYETTEVILLE, ARKANSAS 72703
                      (Address of Principal Executive Offices)
  
                                   STAFFMARK, INC.
                              1999 U.K. SHARESAVE PLAN
                                (Full Title of Plan)
  
                               GORDON Y. ALLISON, ESQ.
                     EXECUTIVE VICE PRESIDENT -- GENERAL COUNSEL
                                  STAFFMARK, INC.
                                234 EAST MILLSAP ROAD
                            FAYETTEVILLE, ARKANSAS 72703
                       (Name and address of agent for service)
  
                                   (501) 973-6000
            (Telephone number, including area code, of agent for service)
                               ----------------------
  
                           Copy of all communications to:
                             FRED M. PERKINS III, ESQ.
                           WRIGHT, LINDSEY & JENNINGS LLP
                         200 WEST CAPITOL AVENUE, SUITE 2200
                             LITTLE ROCK, ARKANSAS 72201
                                   (501) 371-0808
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================
    TITLE OF SECURITIES         AMOUNT TO BE          PROPOSED MAXIMUM            PROPOSED               AMOUNT OF
      TO BE REGISTERED           REGISTERED          OFFERING PRICE PER       MAXIMUM AGGREGATE      REGISTRATION FEE
                                                           SHARE               OFFERING PRICE
  --------------------------------------------------------------------------------------------------------------------
  <S>                         <C>                    <C>                     <C>                    <C>
   Common Stock,               300,000 Shares            7.31(1)                 $2,193,000(2)         $578.95(3)
   $.01 par value
  --------------------------------------------------------------------------------------------------------------------
  
  (1) Each share being registered may be issued at not less than 85% of the fair market value of a share of Common Stock at the time a
  sharesave contract is entered into under the Plan.
  
  (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) and based on the average of
  the high and low prices of a share of Common Stock as reported on the Nasdaq National Market on December 17, 1999.
  
  (3) This Registration Statement also covers any additional shares of common stock which became issuable by reason of any stock
  dividend, stock split, recapitalization or similar transaction.
  
  ===================================================================================================================
  
  </TABLE>
  
  <PAGE>   2
  
            PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information required to be included in
  Part I of this Registration Statement will be given or sent to all persons who
  participate in the StaffMark, Inc. 1999 U.K. Sharesave Plan as specified by Rule
  428 under the Securities Act of 1933, as amended.
  
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents, filed by StaffMark, Inc. (the "Company"), with
  the Securities & Exchange Commission, are incorporated by reference in this
  Registration Statement and made a part hereof:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998;
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Securities Exchange Act of 1934 since the end of the
                    fiscal year covered by the Annual Report referred to in (a)
                    above; and
  
           (c)      The description of the Company's common stock, $.01 par value,
                    contained in the Company's Form 8-A dated September 17, 1996,
                    including any amendment or report filed for the purpose of
                    updating such description.
  
           Any statement contained in a document incorporated by reference herein
  shall be deemed to be modified or superseded for purposes hereof to the extent
  that a statement contained or incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute part hereof.
  
           All reports and other documents filed by the Company subsequent to the
  date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
  15(d) of the Securities Exchange Act of 1934, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference into this registration statement and to be a
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article IV of the Company's Bylaws provides that, under specified
  circumstances, the Company shall indemnify its directors, officers, employees,
  or agents against expenses (including attorney's fees), judgments, fines, and
  amounts paid in settlements actually and reasonably incurred by them in
  connection with any action, suit, or proceeding brought by third parties by
  reason of the fact that they were or are directors, officers, employees, or
  agents if they acted in good faith and in a manner they reasonably
  
  
  
  <PAGE>   3
  
  believed to be in or not opposed to the best interests of the corporation and,
  with respect to any criminal action or proceeding, had no reason to believe
  their conduct was unlawful. In a derivative action, i.e., one by or in the right
  of the corporation, indemnification may be made only for expenses actually and
  reasonably incurred by directors, officers, employees or agents in connection
  with the defense or settlement of an action or suit, and only with respect to a
  matter as to which they shall have acted in good faith and in a manner they
  reasonably believed to be in or not opposed to the best interests of the
  corporation, except that no indemnification shall be made if such person shall
  have been adjudged liable to the corporation, unless and only to the extent that
  the court in which the action or suit was brought shall determine upon
  application that the defendant directors, officers, employees or agents are
  fairly and reasonably entitled to indemnity for such expenses despite such
  adjudication of liability.
  
           Article Eight of the Company's Certificate of Incorporation provides
  that the Company's directors will not be personally liable to the Company or its
  stockholders for monetary damages resulting from breaches of their fiduciary
  duty as directors except (a) for any breach of the duty of loyalty to the
  Company or its stockholders, (b) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (c) under
  Section 174 of the General Corporation Law of the State of Delaware, which makes
  directors liable for unlawful dividends or unlawful stock repurchases or
  redemptions, or (d) for transactions from which directors derive improper
  personal benefit.
  
           In accordance with Delaware law, the Company has entered into
  indemnification agreements with its directors pursuant to which it has agreed to
  pay certain expenses, including attorneys' fees, judgments, fines, and amounts
  paid in settlement incurred by such directors in connection with certain
  actions, suits, or proceedings. These agreements require directors to repay the
  amount of any expenses advanced if it shall be determined that they are not
  entitled to indemnification.
  
           The Company's directors and officers are also covered by insurance
  policies indemnifying them against certain civil liabilities, including
  liabilities under the federal securities laws, which might be incurred by them
  in such capacity.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           The following exhibits are filed as part of this Registration
  Statement:
  
  Exhibit No.                 Exhibit
  
  4.1          Certificate of Incorporation of StaffMark, Inc.(1)
  4.2          Certificate of Amendment of Certificate of Incorporation of
               StaffMark, Inc.(1)
  4.3          Certificate of Amendment of Certificate of Incorporation.(2)
  4.4          Amended and Restated Bylaws of the Company (3)
  4.5          Form of certificate evidencing ownership of Common Stock of the
               Company(1)
  4.6          StaffMark, Inc. 1999 U.K. Sharesave Plan
  5.1          Opinion of Gordon Y. Allison, Esq.
  
  ----------------
  (1) Incorporated by reference from the Company's Registration Statement on Form
      S-1 (File No. 333-7513).
  (2) Incorporated by reference from Exhibit 3.2 to the Company's Annual Report
      on Form 10-K for the fiscal year ended December 31, 1998.
  (3) Incorporated by reference from Exhibit 3.5 to the Company's Quarterly
      Report on Form 10-Q for the period ended June 30, 1999.
  
  
                                         3
  <PAGE>   4
  
  23.1         Consent of Arthur Andersen LLP
  23.2         Consent of Gordon Y. Allison, Esq. (included as part of Exhibit 5)
  24.1         Powers of Attorney (included as part of signature page)
  
  
  ITEM 9.  UNDERTAKINGS
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i)   To include any prospectus required by section 10(a)(3)
                    of the Securities Act of 1933;
  
                    (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b), if in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective registration statement;
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  section13 or section15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to section 13(a) or section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be
  
                                         4
  
  <PAGE>   5
  
           a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
  (c)      The undersigned registrant hereby undertakes to deliver or cause to be
           delivered with the prospectus, to each person to whom the prospectus
           is sent or given, the latest annual report to security holders that is
           incorporated by reference in the prospectus and furnished pursuant to
           and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
           Securities Exchange Act of 1934; and, where interim financial
           information required to be presented by Article 3 of Regulation S-X
           are not set forth in the prospectus, to deliver, or cause to be
           delivered to each person to whom the prospectus is sent or given, the
           latest quarterly report that is specifically incorporated by reference
           in the prospectus to provide such interim financial information.
  
  (d)      Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or
           proceeding) is asserted by such director, officer or controlling
           person in connection with the securities being registered, the
           Registrant will, unless in the opinion of its counsel the matter has
           been settled by controlling precedent, submit to a court of
           appropriate jurisdiction the question whether such indemnification by
           it is against public policy as expressed in the Act and will be
           governed by the final adjudication of such issue.
  
  
  
  
  
  
  
                                         5
  <PAGE>   6
  
  
  
                                     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 Fayetteville, State of Arkansas, on December 20,
  1999.
  
  
                                                STAFFMARK, INC.
  
  
                                                By:  /s/ CLETE T. BREWER
                                                    ------------------------------
                                                     Clete T. Brewer
                                                     Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Clete T. Brewer, Terry C. Bellora,
  and Gordon Y. Allison, and each or either one of them, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this registration
  statement on Form S-8 and to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite or
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents or any of them, or their or his
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by or on behalf the following persons in
  the capacities and on the date indicated.
  
  December 20, 1999                       By:  /s/ CLETE T. BREWER
                                               -----------------------------------
                                               Clete T. Brewer, Chairman, Chief
                                               Executive Officer and Director
  
  December 20, 1999                       By:  /s/ W. DAVID BARTHOLOMEW
                                               -----------------------------------
                                               W. David Bartholomew, President
                                               - Commercial
                                               Staffing Division and Director
  
  December 20, 1999                       By:  /s/ STEVEN E. SCHULTE
                                               -----------------------------------
                                               Steven E. Schulte, Executive Vice
                                               President - Administration and
                                               Director
  
  December 20, 1999                       By:  /s/ JANICE BLETHEN
                                               -----------------------------------
                                               Janice Blethen, President -
                                               Clinical Trials Support Services
                                               and Director
  
                                         6
  
  <PAGE>   7
  
  December 20, 1999                       By:  /s/ STEPHEN R. BOVA
                                               -----------------------------------
                                               Stephen R. Bova, President, Chief
                                               Operating Officer and Director
  
  December 20, 1999                       By:  /s/ WILLIAM J. LYNCH
                                               -----------------------------------
                                               William J. Lynch, Director
  
  December 20, 1999                       By:  /s/ R. CLAYTON MCWHORTER
                                               -----------------------------------
                                               R. Clayton McWhorter, Director
  
  December 20, 1999                       By:  /s/ CHARLES A. SANDERS, M.D.
                                               -----------------------------------
                                               Charles A. Sanders, M.D., Director
  
  December 20, 1999                       By:  /s/ BOB L. MARTIN
                                               -----------------------------------
                                               Bob L. Martin, Director
  
  December 20, 1999                       By:  /s/ TERRY C. BELLORA
                                               -----------------------------------
                                               Terry C. Bellora, Chief Financial
                                               Officer (Principal Financial
                                               Officer)
  
  
  
                                         7
  
  <PAGE>   8
  
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.                  Exhibit
  -----------                  -------
  <S>           <C>
  4.1            Certificate of Incorporation of StaffMark, Inc.(1)
  4.2            Certificate of Amendment of Certificate of Incorporation of
                 StaffMark, Inc.(1)
  4.3            Certificate of Amendment of Certificate of Incorporation.(2)
  4.4            Amended and Restated Bylaws of the Company (3)
  4.5            Form of certificate evidencing ownership of Common Stock of the
                 Company(1)
  4.6            StaffMark, Inc. 1999 U.K. Sharesave Plan
  5.1            Opinion of Gordon Y. Allison, Esq.
  23.1           Consent of Arthur Andersen LLP
  23.4           Consent of Gordon Y. Allison, Esq. (included as part of Exhibit 5)
  24.1           Powers of Attorney (included as part of signature page)
  </TABLE>
  
  
  
  
  
  
  
  
  
  ----------------
  (1) Incorporated by reference from the Company's Registration Statement on Form
      S-1 (File No. 333-7513).
  (2) Incorporated by reference from Exhibit 3.2 to the Company's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1998.
  (3) Incorporated by reference from Exhibit 3.5 to the Company's Quarterly Report
      on Form 10-Q for the period ended June 30, 1999.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22854}]
metadata_filer: {"company-data": {"conformed-name": "STAFFMARK INC", "cik": "0001017968", "assigned-sic": "7363", "irs-number": "710788538", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93325", "film-number": "99778605"}, "business-address": {"street1": "234 EAST MILLSAP", "city": "FAYETTEVILLE", "state": "AR", "zip": "72703", "phone": "5019736000"}, "mail-address": {"street1": "234 EAST MILLSAP", "city": "FAYETTEVETTE", "state": "AR", "zip": "72703"}}
text: 1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1999
                                                   REGISTRATION STATEMENT NO. 333-
  ===============================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                   STAFFMARK, INC.
               (Exact name of registrant as specified in its charter)
  
                  ARKANSAS                                      71-0788538
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                      Identification No.)
  
                                234 EAST MILLSAP ROAD
                            FAYETTEVILLE, ARKANSAS 72703
                      (Address of Principal Executive Offices)
  
                                   STAFFMARK, INC.
                              1999 U.K. SHARESAVE PLAN
                                (Full Title of Plan)
  
                               GORDON Y. ALLISON, ESQ.
                     EXECUTIVE VICE PRESIDENT -- GENERAL COUNSEL
                                  STAFFMARK, INC.
                                234 EAST MILLSAP ROAD
                            FAYETTEVILLE, ARKANSAS 72703
                       (Name and address of agent for service)
  
                                   (501) 973-6000
            (Telephone number, including area code, of agent for service)
                               ----------------------
  
                           Copy of all communications to:
                             FRED M. PERKINS III, ESQ.
                           WRIGHT, LINDSEY & JENNINGS LLP
                         200 WEST CAPITOL AVENUE, SUITE 2200
                             LITTLE ROCK, ARKANSAS 72201
                                   (501) 371-0808
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
    TITLE OF SECURITIES         AMOUNT TO BE          PROPOSED MAXIMUM            PROPOSED               AMOUNT OF
      TO BE REGISTERED           REGISTERED          OFFERING PRICE PER       MAXIMUM AGGREGATE      REGISTRATION FEE
                                                           SHARE               OFFERING PRICE
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,               300,000 Shares            7.31(1)                 $2,193,000(2)         $578.95(3)
   $.01 par value
  --------------------------------------------------------------------------------------------------------------------
  
  (1) Each share being registered may be issued at not less than 85% of the fair market value of a share of Common Stock at the time a
  sharesave contract is entered into under the Plan.
  
  (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) and based on the average of
  the high and low prices of a share of Common Stock as reported on the Nasdaq National Market on December 17, 1999.
  
  (3) This Registration Statement also covers any additional shares of common stock which became issuable by reason of any stock
  dividend, stock split, recapitalization or similar transaction.
  
  ===================================================================================================================
  2
  
            PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information required to be included in
  Part I of this Registration Statement will be given or sent to all persons who
  participate in the StaffMark, Inc. 1999 U.K. Sharesave Plan as specified by Rule
  428 under the Securities Act of 1933, as amended.
  
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents, filed by StaffMark, Inc. (the "Company"), with
  the Securities & Exchange Commission, are incorporated by reference in this
  Registration Statement and made a part hereof:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998;
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Securities Exchange Act of 1934 since the end of the
                    fiscal year covered by the Annual Report referred to in (a)
                    above; and
  
           (c)      The description of the Company's common stock, $.01 par value,
                    contained in the Company's Form 8-A dated September 17, 1996,
                    including any amendment or report filed for the purpose of
                    updating such description.
  
           Any statement contained in a document incorporated by reference herein
  shall be deemed to be modified or superseded for purposes hereof to the extent
  that a statement contained or incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute part hereof.
  
           All reports and other documents filed by the Company subsequent to the
  date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
  15(d) of the Securities Exchange Act of 1934, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference into this registration statement and to be a
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article IV of the Company's Bylaws provides that, under specified
  circumstances, the Company shall indemnify its directors, officers, employees,
  or agents against expenses (including attorney's fees), judgments, fines, and
  amounts paid in settlements actually and reasonably incurred by them in
  connection with any action, suit, or proceeding brought by third parties by
  reason of the fact that they were or are directors, officers, employees, or
  agents if they acted in good faith and in a manner they reasonably
  3
  
  believed to be in or not opposed to the best interests of the corporation and,
  with respect to any criminal action or proceeding, had no reason to believe
  their conduct was unlawful. In a derivative action, i.e., one by or in the right
  of the corporation, indemnification may be made only for expenses actually and
  reasonably incurred by directors, officers, employees or agents in connection
  with the defense or settlement of an action or suit, and only with respect to a
  matter as to which they shall have acted in good faith and in a manner they
  reasonably believed to be in or not opposed to the best interests of the
  corporation, except that no indemnification shall be made if such person shall
  have been adjudged liable to the corporation, unless and only to the extent that
  the court in which the action or suit was brought shall determine upon
  application that the defendant directors, officers, employees or agents are
  fairly and reasonably entitled to indemnity for such expenses despite such
  adjudication of liability.
  
           Article Eight of the Company's Certificate of Incorporation provides
  that the Company's directors will not be personally liable to the Company or its
  stockholders for monetary damages resulting from breaches of their fiduciary
  duty as directors except (a) for any breach of the duty of loyalty to the
  Company or its stockholders, (b) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (c) under
  Section 174 of the General Corporation Law of the State of Delaware, which makes
  directors liable for unlawful dividends or unlawful stock repurchases or
  redemptions, or (d) for transactions from which directors derive improper
  personal benefit.
  
           In accordance with Delaware law, the Company has entered into
  indemnification agreements with its directors pursuant to which it has agreed to
  pay certain expenses, including attorneys' fees, judgments, fines, and amounts
  paid in settlement incurred by such directors in connection with certain
  actions, suits, or proceedings. These agreements require directors to repay the
  amount of any expenses advanced if it shall be determined that they are not
  entitled to indemnification.
  
           The Company's directors and officers are also covered by insurance
  policies indemnifying them against certain civil liabilities, including
  liabilities under the federal securities laws, which might be incurred by them
  in such capacity.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           The following exhibits are filed as part of this Registration
  Statement:
  
  Exhibit No.                 Exhibit
  
  4.1          Certificate of Incorporation of StaffMark, Inc.(1)
  4.2          Certificate of Amendment of Certificate of Incorporation of
               StaffMark, Inc.(1)
  4.3          Certificate of Amendment of Certificate of Incorporation.(2)
  4.4          Amended and Restated Bylaws of the Company (3)
  4.5          Form of certificate evidencing ownership of Common Stock of the
               Company(1)
  4.6          StaffMark, Inc. 1999 U.K. Sharesave Plan
  5.1          Opinion of Gordon Y. Allison, Esq.
  
  ----------------
  (1) Incorporated by reference from the Company's Registration Statement on Form
      S-1 (File No. 333-7513).
  (2) Incorporated by reference from Exhibit 3.2 to the Company's Annual Report
      on Form 10-K for the fiscal year ended December 31, 1998.
  (3) Incorporated by reference from Exhibit 3.5 to the Company's Quarterly
      Report on Form 10-Q for the period ended June 30, 1999.
  
                                         3
  4
  
  23.1         Consent of Arthur Andersen LLP
  23.2         Consent of Gordon Y. Allison, Esq. (included as part of Exhibit 5)
  24.1         Powers of Attorney (included as part of signature page)
  
  ITEM 9.  UNDERTAKINGS
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i)   To include any prospectus required by section 10(a)(3)
                    of the Securities Act of 1933;
  
                    (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b), if in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective registration statement;
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  section13 or section15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to section 13(a) or section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be
  
                                         4
  5
  
           a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
  (c)      The undersigned registrant hereby undertakes to deliver or cause to be
           delivered with the prospectus, to each person to whom the prospectus
           is sent or given, the latest annual report to security holders that is
           incorporated by reference in the prospectus and furnished pursuant to
           and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
           Securities Exchange Act of 1934; and, where interim financial
           information required to be presented by Article 3 of Regulation S-X
           are not set forth in the prospectus, to deliver, or cause to be
           delivered to each person to whom the prospectus is sent or given, the
           latest quarterly report that is specifically incorporated by reference
           in the prospectus to provide such interim financial information.
  
  (d)      Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or
           proceeding) is asserted by such director, officer or controlling
           person in connection with the securities being registered, the
           Registrant will, unless in the opinion of its counsel the matter has
           been settled by controlling precedent, submit to a court of
           appropriate jurisdiction the question whether such indemnification by
           it is against public policy as expressed in the Act and will be
           governed by the final adjudication of such issue.
  
                                         5
  6
  
                                     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 Fayetteville, State of Arkansas, on December 20,
  1999.
  
                                                STAFFMARK, INC.
  
                                                By:  /s/ CLETE T. BREWER
                                                    ------------------------------
                                                     Clete T. Brewer
                                                     Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Clete T. Brewer, Terry C. Bellora,
  and Gordon Y. Allison, and each or either one of them, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this registration
  statement on Form S-8 and to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite or
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents or any of them, or their or his
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by or on behalf the following persons in
  the capacities and on the date indicated.
  
  December 20, 1999                       By:  /s/ CLETE T. BREWER
                                               -----------------------------------
                                               Clete T. Brewer, Chairman, Chief
                                               Executive Officer and Director
  
  December 20, 1999                       By:  /s/ W. DAVID BARTHOLOMEW
                                               -----------------------------------
                                               W. David Bartholomew, President
                                               - Commercial
                                               Staffing Division and Director
  
  December 20, 1999                       By:  /s/ STEVEN E. SCHULTE
                                               -----------------------------------
                                               Steven E. Schulte, Executive Vice
                                               President - Administration and
                                               Director
  
  December 20, 1999                       By:  /s/ JANICE BLETHEN
                                               -----------------------------------
                                               Janice Blethen, President -
                                               Clinical Trials Support Services
                                               and Director
  
                                         6
  7
  
  December 20, 1999                       By:  /s/ STEPHEN R. BOVA
                                               -----------------------------------
                                               Stephen R. Bova, President, Chief
                                               Operating Officer and Director
  
  December 20, 1999                       By:  /s/ WILLIAM J. LYNCH
                                               -----------------------------------
                                               William J. Lynch, Director
  
  December 20, 1999                       By:  /s/ R. CLAYTON MCWHORTER
                                               -----------------------------------
                                               R. Clayton McWhorter, Director
  
  December 20, 1999                       By:  /s/ CHARLES A. SANDERS, M.D.
                                               -----------------------------------
                                               Charles A. Sanders, M.D., Director
  
  December 20, 1999                       By:  /s/ BOB L. MARTIN
                                               -----------------------------------
                                               Bob L. Martin, Director
  
  December 20, 1999                       By:  /s/ TERRY C. BELLORA
                                               -----------------------------------
                                               Terry C. Bellora, Chief Financial
                                               Officer (Principal Financial
                                               Officer)
  
                                         7
  8
  
                                  INDEX TO EXHIBITS
  Exhibit No.                  Exhibit
  -----------                  -------
  4.1            Certificate of Incorporation of StaffMark, Inc.(1)
  4.2            Certificate of Amendment of Certificate of Incorporation of
                 StaffMark, Inc.(1)
  4.3            Certificate of Amendment of Certificate of Incorporation.(2)
  4.4            Amended and Restated Bylaws of the Company (3)
  4.5            Form of certificate evidencing ownership of Common Stock of the
                 Company(1)
  4.6            StaffMark, Inc. 1999 U.K. Sharesave Plan
  5.1            Opinion of Gordon Y. Allison, Esq.
  23.1           Consent of Arthur Andersen LLP
  23.4           Consent of Gordon Y. Allison, Esq. (included as part of Exhibit 5)
  24.1           Powers of Attorney (included as part of signature page)
  ----------------
  (1) Incorporated by reference from the Company's Registration Statement on Form
      S-1 (File No. 333-7513).
  (2) Incorporated by reference from Exhibit 3.2 to the Company's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1998.
  (3) Incorporated by reference from Exhibit 3.5 to the Company's Quarterly Report
      on Form 10-Q for the period ended June 30, 1999.