-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DKLZ0USv2P9+snx1e1N83h7+Ap/8DNgq9zhxumWlOmOzlFjzpEDIlKTJeWq9ch8Z 2Ryrr0aWiK3jKYUs+qdZ3A== 0000950134-98-009521.txt : 19981210 0000950134-98-009521.hdr.sgml : 19981210 ACCESSION NUMBER: 0000950134-98-009521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAFFMARK INC CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 710788538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20971 FILM NUMBER: 98765960 BUSINESS ADDRESS: STREET 1: 302 EAST MILLSAP CITY: FAYETTEVILLE STATE: AR ZIP: 72703 BUSINESS PHONE: 5019736000 MAIL ADDRESS: STREET 1: 302 EAST MILLSAP CITY: FAYETTEVETTE STATE: AR ZIP: 72703 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 1998 STAFFMARK, INC -------------- (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 302 East Millsap Road, Fayetteville, Arkansas 72703 ---------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (501) 973-6000 ----------------------------------------------------------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets On November 25, 1998, StaffMark, Inc. (the "Company") consummated a transaction whereby Robert Walters plc, a company registered under the Companies Act 1985 of Great Britain, as amended ("RW") became an indirect wholly-owned subsidiary of the Company (the "Transaction"). RW is a London-based international recruitment consultancy operating in 14 cities in ten countries and specializing in placing accounting, finance, information technology professionals on a contract, temporary and permanent basis with clients in the commercial, industrial and finance sectors. The consideration paid to the RW stockholders in the Transaction consisted of 6,687,704 shares of the Company's common stock. The purchase price was determined as a result of direct negotiations with RW. The Transaction will be accounted for as a pooling-of-interests. Item 7. Financial Statements and Exhibits (a) The financial statements for the business acquired by the registrant were filed as part of the Company's Proxy Statement dated September 25, 1998 which was filed with the Securities & Exchange Commission (the "SEC") on September 25, 1998 (the "Proxy Statement") and for which the Proxy Statement is incorporated herein by reference. The Company's file number with the SEC for periodic reports and proxy statements filed under the Securities Exchange Act of 1934, as amended is 0-20971. (b) The Proxy Statement included the required proforma financial information, with the interim proforma financial information therein being as of June 30, 1998 for the proforma balance sheet and the for six months ended June 30, 1998 as to the interim proforma statement of income. The proforma information in the Proxy Statement is incorporated herein by reference. Updated interim proforma financial information for the Transaction will be provided as of September 30, 1998 with respect to a proforma balance sheet and the nine months ended September 30, 1998 with respect to a proforma statement of income, however, it is now impracticable to provide the updated proforma interim financial information for the Transaction. The Company will file the required updated proforma interim information for the Transaction within 60 days of the date this Form 8-K is due. (c) Exhibits. The following exhibit is filed through incorporation by reference with this Form 8-K: 2.1 The Merger Agreement, dated as of August 18, 1998 (the "Agreement") by and among the Company, PSF & C Services International Holding Company, Inc. and RW was Annex I to the Company's Proxy Statement filed with the SEC on September 25, 1998 and for which the Agreement is incorporated herein by reference. 2 3 SIGNATURES 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. STAFFMARK, INC. (Registrant) Date: December 9, 1998 By: /s/ TERRY C. BELLORA ----------------------------- Terry C. Bellora Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----