-----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, FQmfKsFKaPbuKQmyx1Rkzel6iwZqxQ4nkOqkFF9kKA1UEGL6q2g6d03T0oZqofkX fDPGmNi0PgY9FnGtvk/GfA== 0000931763-96-000993.txt : 19961126 0000931763-96-000993.hdr.sgml : 19961126 ACCESSION NUMBER: 0000931763-96-000993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961114 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961125 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCUSTAFF INC CENTRAL INDEX KEY: 0000924646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593116655 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12447 FILM NUMBER: 96671543 BUSINESS ADDRESS: STREET 1: 6440 ATLANTIC BLVD CITY: JACKSONVILLE STATE: FL ZIP: 32211 BUSINESS PHONE: 9047255574 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 14, 1996 ----------------- ACCUSTAFF INCORPORATED ---------------------- (Exact name of registrant as specified in its charter) Florida 0-24484 59-3116655 ------------------------ ----------- ------------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 6440 Atlantic Boulevard, Jacksonville, FL 32211 ----------------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 725-5574 -------------- N/A - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 14, 1996, AccuStaff Incorporated (the "Company") completed the previously announced acquisition of Career Horizons, Inc. ("Career") pursuant to the Agreement and Plan of Merger dated August 25, 1996, among the Company, Career and Sunrise Merger Corporation (the "Merger"). Pursuant to the Merger, the former shareholders of Career will receive 1.53 shares of AccuStaff common stock for each share of Career common stock. An aggregate of approximately 27,626,843 shares of AccuStaff common stock will be issued in exchange for all of the issued and outstanding common stock of Career. In connection with the Merger, AccuStaff's common stock was listed for trading on the New York Stock Exchange under the symbol "ASI". ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial statements of Career Horizons, Inc. have been previously filed with the Commission and are incorporated by reference from the Company's registration statement on Form S-4 (Reg. No. 333-12207) and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. (B) PRO FORMA FINANCIAL INFORMATION. The required pro forma financial statements have been previously filed with the Commission and are incorporated by reference from the Company's registration statement on Form S-4 (Reg. No. 333-12207) and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. (C) EXHIBITS. 2.1 Agreement and Plan of Merger by and among AccuStaff Incorporated, Sunrise Merger Corporation and Career Horizons, Inc. dated as of August 25, 1996 (without schedules)/1/ incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated August 25, 1996, filed August 28, 1996. 23.1 Consent of Coopers & Lybrand L.L.P. 99.1 Press Release dated November 14, 1996. 99.2 Press Release dated November 13, 1996. /1/ AccuStaff shall supplementary furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request. -2- 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. ACCUSTAFF INCORPORATED By: /s/ Derek E. Dewan ------------------------------- Derek E. Dewan President and Chief Executive Officer Dated: November 14, 1996 ----------------- -3- EXHIBIT INDEX Page ---- 2.1 Agreement and Plan of Merger by and among AccuStaff Incorporated, Sunrise Merger Corporation and Career Horizons, Inc. dated as of August 25, 1996 (without schedules)/1/ incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated August 25, 1996 filed August 28, 1996. 23.1 Consent of Coopers & Lybrand L.L.P. 99.1 Press Release dated November 14, 1996. 99.2 Press Release dated November 13, 1996. /1/ AccuStaff shall supplementary furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request. -4- EX-23.1 2 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.1 [LETTERHEAD OF COOPERS AND LYBRAND APPEARS HERE] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference herein and in the registration statements of AccuStaff Incorporated on Form S-8 (File No.s 33-886262, 333- 06899, 333-16043, and 333-15701) of our reports follows: . our report dated February 16, 1996, on our audits of the consolidated financial statements of Career Horizons, Inc. and Subsidiaries as of December 31, 1995 and June 30, 1995 and 1994, and for the six months ended December 31, 1995 and for each of the three years in the period ended June 30, 1995. . our report dated August 17, 1995, on our audits of the consolidated financial statements of Career Horizons, Inc. and Subsidiaries as of June 30, 1995 and 1994, and for each of the three years in the period ended June 30, 1995. We also consent to the reference to our firm under the caption "Experts". /s/ Coopers & Lybrand L.L.P. November 22, 1996 New York, New York EX-99.1 3 PRESS RELEASE EXHIBIT 99.1 [LETTERHEAD OF ACCUSTAFF APPEARS HERE] - -----------------------------------------------------News Release--------------- FOR IMMEDIATE RELEASE Contact: Michael D. Abney Derek E. Dewan Chief Financial Officer Chairman, President and CEO (904) 725-5574 (904) 725-5574 ACCUSTAFF AND CAREER HORIZONS ANNOUNCE COMPLETION OF MERGER -------------- COMBINED COMPANY TO TRADE ON NYSE UNDER "ASI" ON NOVEMBER 15, 1996 JACKSONVILLE, Florida (November 14, 1996)--AccuStaff Incorporated (Nasdaq/NM;ASTF) and Career Horizons, Inc. (NYSE:CHZ) today announced the completion of the merger of Career Horizons, Inc. with and into a subsidiary of AccuStaff Incorporated. Career Horizons will now operate as a subsidiary of AccuStaff. The consolidated company, operating as AccuStaff Incorporated, begins trading on the New York Stock Exchange under the symbol ASI on Friday, November 15, 1996. It is the fourth largest U.S. provider of strategic staffing, consulting and outsourcing services with a total of over 750 offices in 43 states and combined annual estimated 1996 revenues in excess of $1.3 billion. Estimated combined revenues for 1997, exclusive of future acquisitions, are projected to be in excess of $1.7 billion. Under terms of the agreement, Career Horizons' stockholders received 1.53 shares of AccuStaff stock for each share owned of Career Horizons' stock. The transaction is valued at approximately $1 billion, will be accounted for as a pooling of interests, and will be a tax-free reorganization. AccuStaff Incorporated, headquartered in Jacksonville, Florida, is a national provider of strategic staffing and outsourcing services to businesses, professional and service organizations, and governmental agencies. AccuStaff now has over 750 offices in 43 states and the District of Columbia. This press release contains certain forward-looking statements which involve risks and uncertainties. The Company's actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain of the factors set forth under the "Risk Factors" and elsewhere in the Company's Joint Proxy Statement/Prospectus dated October 8, 1996, and as discussed in the Company's reports of Forms 10-K, 10-Q and 8-K made under the Securities and Exchange Act of 1934. EX-99.2 4 PRESS RELEASE Exhibit 99.2 [LETTERHEAD OF ACCUSTAFF APPEARS HERE] - -------------------------------------------------NEWS RELEASE---------------- FOR IMMEDIATE RELEASE Contact: Michael D. Abney Derek E. Dewan Chief Financial Officer Chairman, President and CEO (904) 725-5574 (904) 725-5574 ACCUSTAFF LISTS ON NEW YORK STOCK EXCHANGE --------- NEW SYMBOL ASI JACKSONVILLE, Fla. (November 13, 1996) - AccuStaff, Incorporated (Nasdaq/NM:ASTF) today announced that the Company has been approved for listing on the New York Stock Exchange. On Friday, November 15, 1996, the Company's common stock will begin trading on the New York Stock Exchange under the symbol ASI. Derek E. Dewan, Chairman, President and Chief Executive Officer, said, "Listing on the New York Stock Exchange is a significant milestone for AccuStaff and highlights the rapid growth the Company has achieved. It affords our present and potential stockholders the advantages of greater visibility, a broader market for our shares, and a wider circle of interest in the Company's stock. Considering the Company's size, the volume of trading in its stock and the broad distribution of ownership, the New York Stock Exchange will best serve AccuStaff's present and future needs and will be a positive factor in our continuing acquisition program." Dewan, together with other members of AccuStaff's management and directors, will participate in a special opening-bell ceremony to be held on Friday on the floor of the Exchange. CNBC will broadcast this event live at approximately 9:30 a.m. eastern standard time on Friday. AccuStaff will hold a special meeting of shareholders on Thursday, November 14, 1996, wherein it is expected to obtain approval for its acquisition of Career Horizons, Inc. (NYSE:CHZ), creating the fourth largest U.S. staffing company. AccuStaff Incorporated, headquartered in Jacksonville, Florida, is a national provider of strategic staffing and outsourcing services to businesses, professional and service organizations, and governmental agencies. Upon completion of the acquisition of Career Horizons, AccuStaff will have over 750 offices in 43 states and the District of Columbia, and combined annual estimated 1997 revenues in excess of $1.7 billion. -----END PRIVACY-ENHANCED MESSAGE-----