-----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, FF8OeDxEGbwjrgTcRhChunpVyupKCXutnhne6hZkZ59Z/oV/kdapJpsh13qUINp2 w/ryXiZfWvXxXbTXSrNHRA== 0000931763-98-001566.txt : 19980610 0000931763-98-001566.hdr.sgml : 19980610 ACCESSION NUMBER: 0000931763-98-001566 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980605 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980609 SROS: NYSE 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: SEC FILE NUMBER: 000-24484 FILM NUMBER: 98644155 BUSINESS ADDRESS: STREET 1: 1 INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043602871 MAIL ADDRESS: STREET 1: 1 INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32202 8-K 1 CURRENT REPORT 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): June 8, 1998 AccuStaff Incorporated - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 0-24484 59-3116655 ------- ------- ---------- (State of Incorporation) (Commission file number) (IRS Employer Identification No.) 1 Independent Drive, Jacksonville, FL 32202 - -------------------------------------------------------------------------------- (Address of principal executive office including zip code) (904) 360-2000 -------------- (Registrant's telephone number) Page 1 of 3 Pages Item 5. Other Events ------------ On June 8, 1998, AccuStaff Incorporated ("AccuStaff") announced that, subject to certain conditions, it intends to separate into two publicly-held companies. AccuStaff will retain its Information Technology division and its Professional Services division and will contribute to a newly-formed subsidiary, Strategix Solutions, Inc., a Delaware corporation ("Strategix"), its commercial division which consists of all of AccuStaff's assets and subsidiaries that are engaged in commercial services, teleservices, health care services and private label services. On June 8, 1998, AccuStaff's subsidiary, Strategix, filed a registration statement on Form S-1 for an initial public offering of certain of the shares of Strategix's common stock (the "Offering"). After consummation of the Offering, AccuStaff will own at least 80% of Strategix's outstanding shares of common stock. AccuStaff intends to distribute to AccuStaff's stockholders in 1999, subject to certain conditions, all of AccuStaff's shares of Strategix in a tax-free spin-off transaction (the "Spin-off"). It is anticipated that as part of the reorganization, Strategix will pay on or prior to the Offering's closing date an amount to AccuStaff equal to $150 million in borrowings under a $300 million credit facility plus the net proceeds of the Offering. Strategix has received a commitment from NationsBank, N.A. to provide Strategix with a $300 million revolving credit facility. AccuStaff will use the funds received to reduce its indebtedness. AccuStaff's teleservices unit provides employees for customer care and inbound and outbound telemarketing services to one customer, MATRIXX Marketing, Inc. ("Matrixx"). Although this unit will be contributed to Strategix, AccuStaff's management has received indications from Matrixx that Matrixx intends to terminate its contract with AccuStaff's teleservices unit. Completion of the Spin-off will be subject to the satisfaction, or waiver by the Board of Directors of AccuStaff (the "Board"), in its sole discretion, of the following conditions: (i) a Letter Ruling shall have been obtained that will provide that, among other things, the Spin-off will qualify as a tax-free Spin- off for federal income tax purposes, and will not result in recognition of any income, gain or loss for federal income tax purposes to AccuStaff, or AccuStaff's shareholders, and such ruling shall be in form and substance satisfactory to AccuStaff; (ii) any material governmental approvals and third party consents necessary to consummate the Spin-off shall have been obtained and be in full force and effect; (iii) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Spin-off shall be in effect; and (iv) no other events or developments shall have occurred subsequent to the closing of the Offering that, in the judgment of the Board, would result in the Spin-off having a material adverse effect on AccuStaff or on the stockholders of AccuStaff. AccuStaff intends to apply as soon as practicable for the Letter Ruling and to take all necessary steps to complete the Spin-off in 1999. AccuStaff does not plan to distribute its shares of stock of Strategix to AccuStaff's shareholders without a satisfactory Letter Ruling. There is no assurance that AccuStaff will receive a satisfactory Letter Ruling or that all other conditions to the completion of the Spin-off will occur. Reference is made to the press release filed as Exhibit 99 hereto. The information set forth in Exhibit 99 is hereby incorporated by reference herein. This report contains certain forward-looking statements which involve known and unknown risks, uncertainties, or other factors not under the control of AccuStaff which may cause the actual results, performance, or achievements of AccuStaff or Strategix to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Such forward-looking statements include, among other things, discussions of AccuStaff's and Strategix's plans for the Offering and the Spin-off. Although AccuStaff believes that the expectations reflected in the forward-looking statements are reasonable, AccuStaff can give no Page 2 of 3 Pages assurance that such expectations will prove to be correct and there are risks that the expectations will not be achieved. Some of these risk factors include, but are not limited to, those disclosed in the Registration Statement filed with the Securities and Exchange Commission by Strategix in connection with the Offering. AccuStaff assumes no duty to update any forward-looking statements. A registration statement relating to the offering of Strategix's common stock has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Item 7. Financial Statements and Exhibits --------------------------------- (a) Not applicable (b) Not applicable (c) Exhibit 99 AccuStaff Incorporated Press Release issued June 8, 1998. SIGNATURE - --------- Pursuant to the requirements of the Securities Exchange Act of 1934, AccuStaff has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: June 8, 1998 ACCUSTAFF INCORPORATED By: /s/ Derek E. Dewan --------------------------- Name: Derek E. Dewan Title: Chairman and CEO Page 3 of 3 Pages EX-99 2 PRESS RELEASE Exhibit 99 For Immediate Release Contact: Michael D. Abney Derek E. Dewan Senior Vice President and CFO Chairman, President and CEO (904) 360-2550 (904) 360-2525 ACCUSTAFF SUBSIDIARY, STRATEGIX SOLUTIONS, INC., FILES FOR IPO; SUBSEQUENT SPINOFF PLANNED ------------ ACCUSTAFF TO CHANGE NAME TO MODIS PROFESSIONAL SERVICES, INC. JACKSONVILLE, Fla. (June 8, 1998)--AccuStaff Incorporated (NYSE: ASI) today announced that its newly formed subsidiary, Strategix Solutions, Inc. ("Strategix"), which will own AccuStaff's commercial division businesses, has filed a registration statement with the Securities and Exchange Commission ("SEC") for a proposed initial public offering ("IPO") of up to 20% of its common stock. Strategix will apply to list its common shares on the New York Stock Exchange ("NYSE") under the symbol "STG". The offering will be made by Strategix, and the net proceeds plus an anticipated $150 million drawn from Strategix's new proposed $300 million credit facility on or prior to the offering date, will be paid to AccuStaff as part of this reorganization. AccuStaff said that it anticipates the offering will be completed by Strategix in the third quarter of 1998, subject to SEC review and market conditions. After consummation of the offering, AccuStaff intends to distribute to AccuStaff shareholders in 1999, subject to the receipt of a favorable ruling from the Internal Revenue Service as to the tax-free nature of the distribution and satisfaction of certain other conditions, all of AccuStaff's shares of Strategix in a tax-free spin-off transaction. AccuStaff plans to apply the funds it receives in the reorganization to reduce its indebtedness. This reorganization plan results in the separation of AccuStaff into two publicly held companies. AccuStaff will retain its information technology and professional services divisions. Strategix will receive the assets and subsidiaries that comprise AccuStaff's commercial division. -MORE- ASI Files for IPO of Strategix Solutions, Inc. Page 2 June 8, 1998 - -------------------------------------------------------------------------------- Commenting on today's announcement, Derek E. Dewan, President, Chairman and Chief Executive Officer of AccuStaff, said, "We see the planned events as a major step toward enhancing shareholder value. Our commercial division (now Strategix) and our information technology/professional services divisions clearly serve different segments of the business services market. The separation of these two businesses will allow more focus on each unit's operating performance, organic growth, efficiency, and the optimal capital structure. Management of each group will be rewarded more directly for performance based upon their unit's results. The reorganization will address each business unit's needs more effectively. This includes expanding value-added service offerings to our clients. Each division's ability to attract and retain intellectual capital, obtain new business and make acquisitions will benefit from these changes." Strategix Solutions, Inc. is a national provider of business services that primarily include diversified staffing and outsourcing services to businesses and government agencies. The company will operate in two divisions: Specialized Solutions and Traditional Staffing Services. The Specialized Solutions division provides customized solutions to customers, including high-end office support and office automation resources, desktop publishing, outsourcing, mid-level information technology ("IT") staffing, web-site design and development, and end-user IT training. The Traditional Staffing Services division primarily provides clerical, secretarial and, to a lesser extent, light industrial staffing, primarily under the "AccuStaff" brand name. Lawrence E. Derito, currently the President of AccuStaff subsidiary Office Specialists, Inc., will become Chief Executive Officer of Strategix. Derek E. Dewan, President, Chairman and Chief Executive Officer of AccuStaff, will initially be Chairman of the Board of Strategix. After the spin-off, plans call for Derito to become Chairman with Dewan continuing as a director. AccuStaff plans to change its name to Modis Professional Services, Inc. to clearly reflect the higher-level specialized services offered in its information technology division (modis); and its professional services division, which includes the accounting (Accounting Principals), legal (Special Counsel), engineering (ENTEGEE), scientific (Scientific Staffing) and consulting/outplacement (Manchester) units. A proxy statement will be filed with the SEC seeking shareholder approval to change the name of the Company. After receiving shareholder approval, Modis Professional Services, Inc. will apply to trade on the NYSE under the symbol "MPS." Until such time, AccuStaff ASI Files for IPO of Strategix Solutions, Inc. Page 3 June 8, 1998 - -------------------------------------------------------------------------------- Incorporated will continue to trade on the NYSE with "ASI" as its symbol. Derek E. Dewan will continue as President, Chairman and Chief Executive Officer of Modis Professional Services, Inc. The joint lead managers of the Strategix offering are Goldman, Sachs & Co. and Robert W. Baird & Co. AccuStaff Incorporated is a global provider of business services, including consulting, outsourcing, outplacement, training, and strategic staffing services, to the Fortune 1000 and other leading businesses. Headquartered in Jacksonville, Florida, the Company has over 1,000 company-owned, franchised, and associated offices in the United States, Canada, the United Kingdom, Continental Europe, and Latin America. The offering is subject to SEC review and certain other state and local regulatory approvals. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the prospectus may be obtained when available from Marc M. Mayo at Strategix Solutions, Inc., One Independent Drive, Jacksonville, Florida 32202. Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. The Company's actual results may differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under Risk Factors and elsewhere in the Company's reports on Forms 10-K, 10-Q and 8-K made under the Securities Exchange Act of 1934. For instance, the Company's results of operations may differ materially from those anticipated in the forward-looking statements due to, among other things: the Company's ability to successfully identify suitable acquisition candidates, complete acquisitions or integrate the acquired business into its operations; the general level of economic activity in the Company's markets; increased prices competition; and the continued availability of qualified temporary personnel--particularly in the information technology and other professional segments of the Company's businesses. In addition, the market price of the Company's stock may from time to time be significantly volatile as a result of, among other things; the Company's operating results; the operating results of other temporary staffing companies; and changes in the performance of the stock market in general. ACCUSTAFF INCORPORATED (NYSE: ASI) PLANNED REORGANIZATION Carve-out: AccuStaff Incorporated forms Strategix Solutions, Inc., which will own AccuStaff's commercial division, and sells up to 20% of the shares of Strategix in an initial public offering (step 1 and step 2 below). Spin-off: AccuStaff plans to distribute the remainder of the common stock of Strategix to AccuStaff's shareholders (step 3 below). Result: Two separate publicly traded companies: - Modis Professional Services, Inc. - Strategix Solutions, Inc. [Graphic diagram depicting the transactions described above appears here] -----END PRIVACY-ENHANCED MESSAGE-----