<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 0-27612
CUSIP Number 237823 10 9
(Check One):
[ ] Form 10-K [X ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
----------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: All Items.
------------------------------
PART I--REGISTRANT INFORMATION
DATA PROCESSING RESOURCES CORPORATION
ON BEHALF OF THE DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
(Full Name of Registrant)
4400 MacArthur Boulevard, Suite 600
(Address of Principal Executive Office (Street and Number))
Newport Beach, California 92660
(City, State, and Zip Code)
================================================================================
<PAGE>
Form 12b-25
Page Two
PART II--RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box, if appropriate)
[ X ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report or semiannual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ X ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F, 10-Q
or N-SAR or the transition report or portion thereof could not be filed within
the prescribed time period.
The Data Processing Resources Corporation Retirement Savings Plan (the "Plan")
is unable to file the audited financial statements required by Form 11-K by June
29, 1998, the last day for a timely filing of such report for the year ended
December 31, 1997. Additional time is required as this is the first time that
filing of such report has been required of the Plan. For the year ended December
31, 1996, the Plan's financial statements were audited under the "limited scope
exemption" permitted under ERISA Section 103(a)(3)(c). As the regulations
pertaining to Form 11-K disallow the "limited scope exemption", full-scope audit
procedures will need to be performed for the first time for both the December
31, 1996 and 1997 financial statements. Additionally, during the current year
there were four trustees/custodians involved with the Plan due to a change in
custodians during the year and the transfer of assets from the related plans of
two entities acquired by Data Processing Resources Corporation, the Plan's
sponsor. As a result, the Plan's auditors have not received all of the necessary
information in a timely manner from the administrators of the Plan in order to
complete the audit prior to the June 29, 1998 filing date. Registrant cannot
meet the deadline without unreasonable effort or expense. Registrant undertakes
to file Form 11-K on or before July 14, 1998, in accordance with Rule 12b-25(b).
See Exhibit 99.1 for a statement of Deloitte & Touche LLP acknowledging the
reasons for the inability to timely file the Form 11-K.
<PAGE>
Form 12b-25
Page Three
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Michael A. Piraino (714) 553-1102
- --------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so: Attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results can not be made.
DATA PROCESSING RESOURCES CORPORATION
ON BEHALF OF THE DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
___________________________________________________
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 29, 1998 By: /s/ Michael A. Piraino
----------------------
Michael A. Piraino
Executive Vice President of Data
Processing Resources Corporation and
Member of the Administrative Committee
of the Retirement Savings Plan
<PAGE>
Exhibits
- --------
Exhibit 99.1 Statement of Deloitte & Touche LLP
<PAGE>
EXHIBIT 99.1
Letterhead of Deloitte & Touche LLP
June 29, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read and agree with the comments in Part III of Form 12b-25 of Data
Processing Resources Corporation Retirement Savings Plan for the fiscal year
ended December 31, 1997, dated on or about June 29, 1998.
Yours truly,
/s/ Deloitte & Touche LLP
