-----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, Kbeyorr0vEQr174l0DtGm8U9Vkq1v6pd1C/4Ujb3d/zqsuejwXh/feBjzwTBXno0 Zy3lVwziHPKz3G/ZE+y7Wg== 0001193125-08-162493.txt : 20080731 0001193125-08-162493.hdr.sgml : 20080731 20080731152231 ACCESSION NUMBER: 0001193125-08-162493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080725 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080731 DATE AS OF CHANGE: 20080731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFORCE INC CENTRAL INDEX KEY: 0000930420 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593264661 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26058 FILM NUMBER: 08981643 BUSINESS ADDRESS: STREET 1: 1001 EAST PALM AVENUE STREET 2: SUITE CITY: TAMPA STATE: FL ZIP: 33605 BUSINESS PHONE: 8135525000 MAIL ADDRESS: STREET 1: 1001 EAST PALM AVENUE STREET 2: SUITE CITY: TAMPA STATE: FL ZIP: 33605 FORMER COMPANY: FORMER CONFORMED NAME: ROMAC INTERNATIONAL INC DATE OF NAME CHANGE: 19950502 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

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): July 25, 2008

 

 

Kforce Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   000-26058   59-3264661

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

1001 East Palm Avenue, Tampa, Florida 33605

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (813) 552-5000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On July 25, 2008, on the recommendation of the Nominating Committee, the Board of Directors (the “Board”) of Kforce Inc. elected Patrick D. Moneymaker to the Board to serve as a Class III director on the Executive Committee, effective immediately. The term of the Class III directors expires at the annual meeting of shareholders in 2009. The Board has determined that Mr. Moneymaker is not independent pursuant to the marketplace rules of The Nasdaq Stock Market and the laws and regulations of the Securities and Exchange Commission. There are no arrangements or understandings between Mr. Moneymaker and any other person pursuant to which Mr. Moneymaker was elected as a director.

Mr. Moneymaker previously served as a member of the Board from June 2005 until September 30, 2006. Effective September 30, 2006, Mr. Moneymaker resigned as a member of the Board in order to become the Chief Executive Officer (“CEO”) of Kforce Government Holdings, Inc. (“KGH”), a wholly-owned subsidiary of Kforce. Mr. Moneymaker resigned as the CEO of KGH, effective as of July 11, 2008. Prior to his resignation, Mr. Moneymaker received $219,700 in base salary and $75,000 in bonus during 2008 for his service as an employee of Kforce Inc. Mr. Moneymaker did not resign due to any disagreement with Kforce’s operations, policies or practices. He has accepted a position as President and CEO of Proxy Aviation Systems. Founded in December of 2003, Proxy Aviation is a privately funded company developing advanced Unmanned/man-optional Aircraft Systems for the requirements of the Department of Defense of Homeland Security and other.

Prior to his role as CEO of KGH, Mr. Moneymaker served as the CEO, Operating Officer and President of Ocean Systems Engineering Corporation (“OSEC”), a privately held company based in Carlsbad, California prior to OSEC’s sale in May 2006. OSEC provided full-spectrum engineering services for the Department of Defense that included software development, C4I systems integration and program management. From 1968-1998, Mr. Moneymaker was an officer in the United States Navy, ultimately achieving the rank of Rear Admiral. At various times during this period, Mr. Moneymaker commanded several carrier-based aviation squadrons. He rose to the rank of Rear Admiral and served as Navy Director of Space and Information Warfare and served at U.S. Strategic Command and as commander at the Naval Space Command.

As with all of Kforce’s non-employee directors, Mr. Moneymaker will receive the following compensation: (i) $20,000 annual retainer; (ii) $2,000 for each meeting attended; and (iii) 5,000 stock options each year as a long-term incentive. Directors also are reimbursed for reasonable out-of-pocket expenses incurred in connection with Board meetings.

Promotion of Executive

Also on July 25, 2008, the Board promoted Joseph J. Liberatore to Executive Vice President, Chief Financial Officer, effective immediately, from Senior Vice President, Chief Financial Officer. There were no changes in Mr. Liberatore’s base compensation or employment agreement as a result of this promotion.

 

Item. 7.01 Regulation FD Disclosure.

On July 29, 2008, Kforce issued press releases announcing the election of Mr. Moneymaker to the Board and the promotion of Mr. Liberatore. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.


Item  9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release dated July 29, 2008 (related to Mr. Moneymaker)
99.2    Press Release dated July 29, 2008 (related to Mr. Liberatore)


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.

 

    KFORCE INC.
    (Registrant)
July 31, 2008     By:  

/s/ JOSEPH J. LIBERATORE

      Joseph J. Liberatore,
     

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

 

    KFORCE INC.
    (Registrant)
July 31, 2008     By:  

/s/ SARA R. NICHOLS

      Sara R. Nichols,
     

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1 2 dex991.htm PRESS RELEASE DATED JULY 29, 2008 (RELATED TO MR. MONEYMAKER) Press Release dated July 29, 2008 (related to Mr. Moneymaker)

Exhibit 99.1

 

        

Kforce Inc.

1001 East Palm Ave.

Tampa, FL 33605

(NASDAQ: KFRC)

AT THE FIRM

Michael Blackman

Senior Vice President – Investor Relations

(813) 552-2927

PATRICK MONEYMAKER ELECTED TO KFORCE BOARD OF DIRECTORS

TAMPA, Fla., July 29, 2008 (PRIME NEWSWIRE) — Kforce Inc. (Nasdaq:KFRC), a provider of professional staffing services and solutions, today announced Patrick Moneymaker, United States Navy Rear Admiral (Ret), has resigned as CEO of Kforce Government Holdings Inc., and has been elected to serve on the Kforce Board of Directors as a Class III Director with a term to expire at the Firm’s Annual Meeting in 2009. Pat leaves Kforce to become President and CEO of Proxy Aviation Systems. Founded in December of 2004, Proxy Aviation is a privately funded company developing advanced Unmanned/man-optional Aircraft Systems for the requirements of the Department of Defense of Homeland Security and other agencies.

Prior to assuming his role as CEO of Kforce Government Holdings Inc., Mr. Moneymaker served as CEO of Ocean Systems Engineering Corp (OSEC), a privately held company based in Carlsbad, CA prior to OSEC’s sale in May, 2006. OSEC provided a full spectrum of engineering services for the Dept of Defense that includes software development, C4I systems integration and program management. From 1968-1998, Mr. Moneymaker was an officer in the United States Navy, ultimately achieving the rank of Rear Admiral. His service included the premier assignment as leader of the elite Blue Angels flying team. Mr. Moneymaker served on Kforce’s board of directors from June, 2005, until September 30, 2006, when he resigned to become CEO of Kforce Government Holdings Inc.

David L. Dunkel, Kforce Chairman and CEO said: “We are privileged to have Pat back on the Board of Directors. Pat has an extraordinary record of service to our nation as well as having done an extraordinary job in building and leading our growing Kforce business in the government services sector that, we believe, will continue to deliver growth at scale going forward. His ability to continue to contribute to the Firms growth as a board member will be of great value to all Kforce stakeholders.”

About Kforce

Kforce (Nasdaq:KFRC) is a professional staffing firm providing flexible and permanent staffing solutions for commercial and governmental organizations in the skill areas of technology, finance & accounting, and health and life sciences. Backed by over 2,000 staffing specialists, Kforce operates with 60 offices in 41 markets in North America and two in the Philippines. For more information, please visit our Web site at www.kforce.com.

The Kforce Inc. logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=3749

About Kforce Government Solutions

Kforce Government Solutions provides innovative technology and finance and accounting solutions to federal government clients. For more information, visit www.kforcegov.com.

Certain of the above statements contained in this press release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: business conditions and growth in the staffing industry and general economy; competitive factors, risks due to shifts in the market demand, including, without limitation, shifts in demand for our Kforce Government Solutions, Health and Life Sciences, Finance and Accounting and Technology groups, as well as the market for search and flexible staffing assignments; changes in the service mix; ability of the Firm to complete acquisitions; and the risk factors listed from time to time in the Firm’s reports filed with the Securities and Exchange Commission, as well as assumptions regarding the foregoing. In particular, there can be no assurance that the above estimates of revenue and earnings per share will be achieved. The words “should,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. The Firm undertakes no obligation to publicly update or revise any forward-looking statements. As a result, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.

EX-99.2 3 dex992.htm PRESS RELEASE DATED JULY 29, 2008 (RELATED TO MR. LIBERATORE) Press Release dated July 29, 2008 (related to Mr. Liberatore)

Exhibit 99.2

 

        

Kforce Inc.

1001 East Palm Ave.

Tampa, FL 33605

(NASDAQ: KFRC)

AT THE FIRM

Michael Blackman

Senior Vice President – Investor Relations

(813) 552-2927

JOSEPH J. LIBERATORE NAMED EXECUTIVE VICE PRESIDENT OF KFORCE INC.

TAMPA, Fla., July 29, 2008 (PRIME NEWSWIRE) — Kforce Inc. (Nasdaq:KFRC), a provider of professional staffing services and solutions, today announced that Joe Liberatore, CFO, has been named Executive Vice President in addition to his role as Chief Financial Officer for Kforce. Joe has been with Kforce for 18 years and his career promotions have taken him through virtually all parts of the Firm. Said David L. Dunkel, Kforce Chairman and Chief Executive Officer; “Joe has demonstrated extraordinary leadership as CFO and has assembled a first class finance team. As Executive Vice President, all Kforce stakeholders will benefit from Joe’s breadth and depth of experience both across Kforce and the continually evolving staffing landscape.”

Bill Sanders, Kforce President added; “Joe has been a great partner. He has been successful through a number of different staffing cycles. Our team looks forward to fully leveraging Joe’s expertise and leadership as we continue to evolve the Firm for even greater future success”.

About Kforce

Kforce (Nasdaq:KFRC) is a professional staffing firm providing flexible and permanent staffing solutions for commercial and governmental organizations in the skill areas of technology, finance & accounting, and health and life sciences. Backed by over 2,000 staffing specialists, Kforce operates with 60 offices in 41 markets in North America and two in the Philippines. For more information, please visit our Web site at www.kforce.com.

The Kforce Inc. logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=3749

About Kforce Government Solutions

Kforce Government Solutions provides innovative technology and finance and accounting solutions to federal government clients. For more information, visit www.kforcegov.com.

Certain of the above statements contained in this press release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: business conditions and growth in the staffing industry and general economy; competitive factors, risks due to shifts in the market demand, including, without limitation, shifts in demand for our Kforce Government Solutions, Health and Life Sciences, Finance and Accounting and Technology groups, as well as the market for search and flexible staffing assignments; changes in the service mix; ability of the Firm to complete acquisitions; and the risk factors listed from time to time in the Firm’s reports filed with the Securities and Exchange Commission, as well as assumptions regarding the foregoing. In particular, there can be no assurance that the above estimates of revenue and earnings per share will be achieved. The words “should,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. The Firm undertakes no obligation to publicly update or revise any forward-looking statements. As a result, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.

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