<PAGE> 1
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) November 26, 1996
DATA PROCESSING RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
California 0-27612 95-3931443
---------- ------- ----------
(State or other (Commission (I.R.S. Employer
jurisdiction file number) Identification No.)
of incorporation)
4400 MacArthur Blvd., Suite 600, Newport Beach, California 92660
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 553-1102
Not Applicable
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 26, 1996, Data Processing Resources
Corporation ("DPRC") acquired all of the outstanding common stock (the "Stock")
of Professional Software Consultants, Inc., an Arizona corporation ("PSCI"). The
Stock was purchased from PSCI's sole shareholder, Mark J. Schwartz, as Trustee
of The Paul Rosenthal and Elizabeth Rosenthal Unitrust UTA dated September 10,
1996, for a cash purchase price (the "Purchase Price") equal to $4.9 million and
an earnout payment to be made on or before March 31, 1997, based on PSCI's
earnings before interest and taxes through December 31, 1996.
In determining the consideration to be paid in the
acquisition, DPRC reviewed PSCI and its business and determined an approximate
aggregate value of PSCI's business to DPRC based on a multiple of adjusted
earnings before interest and taxes on a twelve month trailing basis. A final
determination of such value was arrived at by means of arm's length bargaining
among the parties.
PSCI's President, Paul Rosenthal, entered into a covenant not
to compete with DPRC in the geographic area in which PSCI's business was
conducted at the time of the acquisition.
At the time of the acquisition, there was no material
relationship between PSCI (including its officers, directors and shareholders)
and DPRC or any of its affiliates, or any director or officer of DPRC, or any
associate of any such officer or director.
DPRC used a portion of the proceeds obtained from its initial
public offering of securities, consummated in March of 1996, to pay the Purchase
Price. DPRC was not required to borrow any of the funds necessary to consummate
the acquisition.
(b) At the time of the acquisition, PSCI was engaged in the
information technology staffing business, which it operated from one facility in
Phoenix, Arizona. DPRC presently intends for PSCI, as DPRC's wholly owned
subsidiary, to continue to engage in the information technology staffing
business in substantially the same manner and for the same purpose.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Document
99.1 Text of Press Release dated November 27, 1996.
2.
<PAGE> 3
SIGNATURE
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.
DATA PROCESSING RESOURCES CORPORATION
Dated: December 11, 1996 By: /s/ Michael A. Piraino
---------------------------------------
Michael A. Piraino
Senior Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)
3.
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
99.1 Text of Press Release dated November 27, 1996.
4.
<PAGE> 1
EXHIBIT 99.1
Michael A. Piraino
Chief Financial Officer
(714) 752-9111, ext. 146
DATA PROCESSING RESOURCES CORPORATION ACQUIRES
PHOENIX-BASED INFORMATION TECHNOLOGY STAFFING FIRM
FOR $4.9 MILLION
Expands Branch Network to Nine Locations
NEWPORT BEACH, CALIFORNIA - November 27, 1996 - Data Processing Resources
Corporation (Nasdaq:DPRC) today announced that it has acquired all of the
outstanding common stock of Phoenix - based Professional Software Consultants,
Inc. (PSCI).
Under the terms of the agreement, the purchase price was
approximately $4,900,000 in an all cash transaction plus an earn-out based on
earnings before interest and taxes through December 31, 1996.
PSCI, currently operates one facility in Phoenix, Arizona.
PSCI's revenues for the twelve months ended October 31, 1996 were approximately
$9,300,000. The business currently employs approximately 130 consultants serving
four states. The acquisition was accretive to DPRC's pro forma net earnings on a
twelve months trailing basis.
David M. Connell, President and Chief Operating Officer,
stated, "The acquisition of PSCI in Phoenix is a vital link in broadening our
network of branches throughout the Western United States. This acquisition will
expand our IT staffing service capability to DPRC's existing clients in new
geographic areas and will enhance PSCI's present service offering via the
introduction of DPRC's comprehensive menu of services into the Arizona
marketplace."
Mr. Connell added, "Paul Rosenthal, PSCI's President and Chief
Executive Officer, will remain with the organization under the terms of an
employment agreement." Mr. Rosenthal stated, "We look forward to gaining access
to DPRC's growing family of value-added IT staffing practices and to increase
our recruiting effectiveness by tapping into their database of technical
consultants here in the Western United States."
Data Processing Resources Corporation provides information
technology staffing services through a network of nine branch locations to a
diverse group of corporate clients through a database of highly qualified
technical consultants. Additional information on DPRC is now available via the
Internet's World Wide Web at http://www.dprc.com.
5.
