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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) JANUARY 6, 1997
DATA PROCESSING RESOURCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-27612 95-3931443
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
4400 MAC ARTHUR BOULEVARD, SUITE 600
NEWPORT BEACH, CA 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.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On January 6, 1997, Data Processing Resources Corporation ("DPRC")
acquired all of the outstanding capital stock (the "Stock") of LEARDATA
Info-Services, Inc., a Texas Corporation ("LEARDATA"). The Stock was
purchased from General Atlantic Leardata Partners, L.P., Bruce M.
Smith, Chris P. Smith, Steve P. Donaldson, Robert W. Howe and Barbara
A. Kuhler (collectively, the "Shareholders") pursuant to a Stock
Purchase Agreement dated December 17, 1996 ("Stock Purchase
Agreement"), by and among DPRC, LEARDATA and the Shareholders.
Under the terms of the Stock Purchase Agreement, the purchase
price was $21,372,000, consisting of $17,329,000 in cash and 310,226
shares of DPRC common stock, valued at $4,043,000 (computed using the
average closing price of DPRC's common stock for the last 20 trading
days ending on, and including, the trading day immediately before the
signing of the Stock Purchase Agreement). Under the Stock Purchase
Agreement, the Shareholders have certain registration rights with
respect to the 310,226 shares of DPRC common stock they received in the
acquisition. The principal Shareholders of LEARDATA have each entered
into a covenant not-to-compete with DPRC in the principal geographic
areas in which LEARDATA's business was conducted at the time of
acquisition.
In determining the consideration to be paid in the
acquisition, DPRC reviewed LEARDATA and its business and determined an
appropriate aggregate value of LEARDATA's information technology
staffing business to DPRC based on a multiple of adjusted earnings
before interest and taxes on a 12 month trailing basis. A final
determination of such value was arrived at by means of arm's length
bargaining among the parties to the Stock Purchase Agreement.
At the time of the acquisition, there was no material
relationship between LEARDATA (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 to pay part of the cash portion of the
purchase price. In addition, DPRC borrowed $9,500,000 under a credit
facility with Wells Fargo Bank, N.A. in conjunction with the
consummation of the acquisition.
(b) At the time of the acquisition, LEARDATA was engaged in the
information technology staffing business, which it operated from one
facility in Dallas, Texas. DPRC presently intends to continue to engage
in the information technology staffing business in substantially the
same manner and for the same purposes.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of LEARDATA Info-Services, Inc. called for by
Rule 3.05 of Regulation S-X under the Securities Exchange Act of 1934,
as amended, have been previously filed by DPRC with the Securities and
Exchange Commission (the "Commission") and can be found in DPRC's
registration statement on Form S-1 (Registration No. 333-18719)
originally filed with the Commission under the Securities Act of 1933,
as amended, on December 24, 1996, as amended by Amendment No. 1 to such
registration statement filed with the Commission on January 7, 1997
(such registration statement, including all exhibits and schedules
thereto, as so amended, is hereinafter referred to as the "Registration
Statement"). The following financial statements, which can be found at
pages F-28 through F-40, inclusive, of the Registration Statement, are
hereby incorporated by reference into this Current Report on Form 8-K:
Independent Auditors' Report
Balance Sheets as of December 31, 1994 and 1995
Statements of Income for the Years Ended December 31, 1993,
1994 and 1995
Statements of Stockholders' Equity for the Years Ended
December 31, 1993, 1994 and 1995
Statements of Cash Flow for the Years Ended
December 31, 1993, 1994 and 1995
Notes to Financial Statements
Condensed Balance Sheet as of September 30, 1996 (unaudited)
Condensed Statements of Income for the Nine Months Ended
September 30, 1995 and 1996 (unaudited)
Condensed Statements of Cash Flow for the Nine Months Ended
September 30, 1995 and 1996 (unaudited)
Condensed Notes to Financial Statements (unaudited)
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required pursuant to Article 11 of
Regulation S-X have been previously filed by DPRC with the Commission.
The following pro forma financial information can be found at pages 16
through 19, inclusive, of the Registration Statement and are hereby
incorporated by reference into this Current Report on Form 8-K:
Pro forma Combined Condensed Financial Information (unaudited)
Pro forma Combined Condensed Statements of Income Statements
For the Fiscal Year Ended July 31, 1996 (unaudited)
Pro forma Combined Condensed Statements of Income For the
Three Months Ended October 31, 1996 (unaudited)
Pro forma Combined Condensed Balance Sheet as of October 31,
1996 (unaudited)
Notes to Pro forma Combined Condensed Financial Statements For
the Fiscal Year Ended July 31, 1996 and For the Three Months
Ended October 31, 1996 (unaudited)
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(c) EXHIBITS.
The following exhibits are filed herewith:
Exhibit No. Document
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2.1 Stock Purchase Agreement dated December 17, 1996, by
and among Data Processing Resources Corporation,
Leardata Info-Services, Inc., General Atlantic
Leardata Partners, L.P., Bruce M. Smith, Chris P.
Smith, Steve P. Donaldson, Robert M. Howe and Barbara
A. Kuhler (1)
2.2 Registration Rights Agreement dated January 6, 1997,
by and among Data Processing Resources Corporation,
Leardata Info-Services, Inc., General Atlantic
Leardata Partners, L.P., Bruce M. Smith, Chris P.
Smith, Steve P. Donaldson, Robert M. Howe and Barbara
A. Kuhler (1)
23.1 Consent of Deloitte & Touche LLP
99.1 Text of Press Release dated December 18, 1996
99.2 Text of Press Release dated January 7, 1997
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(1) Incorporated by reference to DPRC's registration statement on Form S-1
(Registration No. 333-18719) originally filed with the Securities and
Exchange Commission on December 24, 1996, as amended by Amendment No. 1
to such registration statement filed with the Securities and Exchange
Commission on January 7, 1997.
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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
Date: January 21, 1997 By: /s/ Michael A. Piraino
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Michael A. Piraino, Senior Vice President
and Chief Financial Officer (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Document
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2.1 Stock Purchase Agreement dated December 17, 1996, by
and among Data Processing Resources Corporation,
Leardata Info-Services, Inc., General Atlantic
Leardata Partners, L.P., Bruce M. Smith, Chris P.
Smith, Steve P. Donaldson, Robert M. Howe and Barbara
A. Kuhler (1)
2.2 Registration Rights Agreement dated January 6, 1997,
by and among Data Processing Resources Corporation,
Leardata Info-Services, Inc., General Atlantic
Leardata Partners, L.P., Bruce M. Smith, Chris P.
Smith, Steve P. Donaldson, Robert M. Howe and Barbara
A. Kuhler (1)
23.1 Consent of Deloitte & Touche LLP
99.1 Text of Press Release dated December 18, 1996
99.2 Text of Press Release dated January 7, 1997
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(1) Incorporated by reference to DPRC's registration statement on Form S-1
(Registration No. 333-18719) originally filed with the Securities and
Exchange Commission on December 24, 1996, as amended by Amendment No. 1
to such registration statement filed with the Securities and Exchange
Commission on January 7, 1997.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form 8-K of Data Processing
Resources Corporation our report dated March 11, 1996 on the financial
statements of Leardata Info-Services, Inc., appearing in the Registration
Statement No. 333-18719 of Data Processing Resources Corporation on Form S-1.
DELOITTE & TOUCHE LLP
Dallas, Texas
January 20, 1997
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Exhibit 99.1
MICHAEL A. PIRAINO
CHIEF FINANCIAL OFFICER
(714)752-9111, EXT. 146
DATA PROCESSING RESOURCES CORPORATION TO ACQUIRE
DALLAS - BASED INFORMATION TECHNOLOGY STAFFING FIRM
FOR $19.8 MILLION
--
LEARDATA INFO-SERVICES, INC. HAS NATIONAL PRESENCE
NEWPORT BEACH, CALIFORNIA - DECEMBER 18, 1996 - Data Processing Resources
Corporation (Nasdaq:DPRC) today announced that it has executed a definitive
purchase agreement to acquire all of the outstanding capital stock of Dallas -
based LEARDATA Info-Services, Inc. (LEARDATA).
Under the terms of the agreement, the purchase price is expected to be
approximately $19.8 million, consisting of $14.85 million in cash and
approximately 266,000 shares of restricted DPRC common stock valued at $4.95
million (computed using the average closing price of DPRC's stock for 20
business days preceding the signing of the definitive purchase agreement), plus
the amount of cash on hand at the closing date to be paid according to the same
cash/common stock ratio above. The transaction has been approved by each
company's board of directors and is expected to close in early January 1997.
From its corporate headquarters in Dallas, Texas, LEARDATA currently
conducts its information technology staffing (IT) business which specializes in
the Tandem "fault tolerant" and client/server platforms. LEARDATA's revenues for
the twelve months ended October 31, 1996 were approximately $16.0 million. The
business currently employs approximately 130 hourly and salaried consultants
serving thirty states. The acquisition is expected to be 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 LEARDATA is an important step in our geographic expansion
program. We would expect
** More**
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December 18, 1996
Page **2**
Dallas to become our next regional hub location and drive growth in Texas and
the surrounding marketplace.
Mr. Connell added, "We were attracted to this enterprise by the
enthusiasm and professionalism of LEARDATA's co-founders. Mr. Bruce (Rusty) M.
Smith and Chris P. Smith, LEARDATA's Chief Executive Officer and President,
respectively, are ex-IBM employees who had the vision and entrepreneurial spirit
to launch the company approximately 10 years ago and create a rapidly growing IT
practice emphasizing software application development for specialized platforms.
Both individuals will remain with the organization under the terms of their
respective employment agreements". Mr. Rusty Smith stated, "DPRC's strategy for
future national expansion, while maintaining a high standard of ethics and
business practices was a deciding factor in our decision to join their team. We
are excited about the potential synergy between our two companies and what it
holds for the future."
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. For more investor information via
facsimile, please call 1-800-PRO-INFO and enter client code 294.
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Exhibit 99.2
MICHAEL A. PIRAINO
CHIEF FINANCIAL OFFICER
(714) 752-9111, EXT. 146
DATA PROCESSING RESOURCES CORPORATION CLOSES $21.4 MILLION
ACQUISITION OF DALLAS-BASED LEARDATA INFO-SERVICES, INC.
NEWPORT BEACH, CALIFORNIA - JANUARY 7, 1997 - Data Processing Resources
Corporation, ("DPRC") (Nasdaq: DPRC) today announced that it has completed its
acquisition of LEARDATA Info-Services, Inc. (LEARDATA), a Dallas-based
information technology (IT) staffing firm.
DPRC acquired all of the outstanding capital stock of LEARDATA for
$21.4 million, consisting of $17.3 million in cash and 310,226 shares of
restricted DPRC common stock, valued at $4.1 million.
Mary Ellen Weaver, DPRC Chief Executive Officer said, "We are delighted
to welcome LEARDATA's 130 salaried and hourly consultants to DPRC. Their skills,
particularly in the Tandem "fault tolerant" and client/server platforms extends
our expertise in this growing market."
Commenting on the acquisition, David M. Connell, DPRC President and
Chief Operating Officer, stated, "DPRC's growth strategy calls for us to
continue to acquire staffing companies nationwide. The LEARDATA acquisition
provides us with an important foothold in a valuable geographic market."
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 network of highly qualified technical
consultants. Additional information on DPRC is now available via the Internet's
World Wide Web at http:/www.dprc.com. For more investor information via
facsimile, please call 1-800-PRO-INFO and enter client code 294.
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