<PAGE>
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) October 20, 1998
-------------------------------
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 Boulevard, Suite 600, Newport Beach, California 92660
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 553-1102
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On October 20, 1998, Data Processing Resources Corporation ("DPRC") and DPRC
Acquisition Corp., a wholly owned subsidiary of DPRC ("Merger Sub"), entered
into a letter agreement, dated October 20, 1998, with Systems & Programming
Consultants, Inc. ("SPC") and certain shareholders of SPC (the "Letter
Agreement") amending the Agreement and Plan of Merger, dated June 16, 1998, by
and among DPRC, Merger Sub, SPC and certain shareholders of SPC (the "Merger
Agreement"), as amended October 13, 1998. Following the merger, SPC will be a
wholly-owned subsidiary of DPRC.
Pursuant to the Letter Agreement, the structure of the merger and the structure
of the merger consideration have remained the same. However, the aggregate
implied value has been changed from $87.5 million to $71.5 million and the price
per share of DPRC common stock to be used in calculating the exchange ratio of
the number of shares of DPRC common stock to be received by SPC shareholders has
changed from $29.33 to $21.00. The Letter Agreement also increases the number
of stock options to purchase shares of DPRC common stock from 175,000 to 250,000
to be granted to employees of SPC following the merger under DPRC's existing
stock option plan at an exercise price equal to the then current fair market
value of DPRC common stock. The total number of shares of DPRC common stock
anticipated to be issued in connection with the Merger is estimated to be
between 2.8 million and 3.3 million. Of such number of shares, approximately
two-thirds are expected to be issued upon consummation of the Merger and the
remaining number of shares, approximately one-third, will be issued from time to
time thereafter upon exercise of the stock options under the stock option plan
being assumed by DPRC.
The Merger will require the approval of the shareholders of DPRC and SPC and is
subject to other customary closing conditions. The Merger is expected to be
consummated in the fourth calendar quarter of 1998; however, no assurance can be
given that the consummation of the Merger will occur or will occur on this
timetable. DPRC expects to account for the Merger as a pooling of interests.
A copy of the Letter Agreement is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Letter Agreement, dated October 20, 1998, by and among DPRC,
Merger Sub, SPC and certain shareholders of SPC.
2.
<PAGE>
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
(Registrant)
Dated: October 21, 1998 By: /s/ Michael A. Piraino
---------------------------------------
Michael A. Piraino
Executive Vice President and Secretary
3.
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
INDEX TO EXHIBITS
Number Description of Exhibit Page
Number
99.1 Letter Agreement, dated October 20, 1998, by and among
DPRC, Merger Sub, SPC and certain shareholders of SPC.
4.
<PAGE>
Exhibit 99.1
DATA PROCESSING RESOURCES CORPORATION
4400 MacArthur Boulevard, Suite 600
Newport Beach, CA 92660
October 20, 1998
To the Persons on the
Attached Distribution List
Re: Merger Consideration and Related Matters
----------------------------------------
Dear Gentlemen:
This letter is in reference to that certain Agreement and Plan of Merger
dated June 16, 1998 (the "Merger Agreement"), by and among Data Processing
Resources Corporation, a Delaware corporation ("DPRC"), DPRC Acquisition Corp.,
a North Carolina corporation ("Acquisition"), Systems & Programming Consultants,
a North Carolina corporation ("SPC"), Richard K. Carlisle, Thomas G. Carlisle,
Jeffery Carter and Robert Gallagher, as amended October 13, 1998, pursuant to
which Acquisition has agreed to merge with and into SPC, on the terms and
subject to the conditions of the Merger Agreement. Capitalized terms used
herein but which are not otherwise defined shall have the meanings given to them
in the Merger Agreement.
Notwithstanding anything in the Merger Agreement or the Exhibits or the
Schedules to the Merger Agreement to the contrary, we have agreed as follows:
1. Section 3.2(b) of the Merger Agreement shall be amended and modified
to read in its entirety as follows:
(b) Determination of the Merger Consideration. The "Merger
----------------------------------------- ------
Consideration" shall be the amount equal to Seventy-One Million Five
-------------
Hundred One Thousand Dollars ($71,501,000), less the SPC Tax and Other
----
Liabilities at the Effective Date, less the amount of the Aged Receivables
----
at the Effective Date, less the Merger Cost and Expenses, less the
---- ----
aggregate amount of the payments made to the Controlling Shareholders
pursuant to Section 5 of the Noncompetition Agreement, less one-half of
----
the prepayment penalty disclosed on Schedule 4.27(b) hereto.
----------------
2. Section 3.2(c) of the Merger Agreement shall be amended and modified
to read in its entirety as follows:
<PAGE>
To the Persons on the
Attached Distribution List
October 20, 1998
Page 2
Agreement, less one-half of the prepayment penalty disclosed on Schedule
---- --------
4.27(b) hereto.
-------
2. Section 3.2(c) of the Merger Agreement shall be amended and modified
to read in its entirety as follows:
(c) Determination of the DPRC Applicable Share Value. The "DPRC
------------------------------------------------ ----
Applicable Share Value" shall be $21.00.
----------------------
3. All references in the Merger Agreement, or any of the Exhibits or
Schedules to the Merger Agreement, to the term "DPRC Average Closing Price at
the Signing Date" shall be amended and modified to be references to the
term"DPRC Applicable Share Value."
4. The aggregate number of shares of DPRC Common Stock which are to be
subject to options pursuant to Section 11.4 of the Merger Agreement, as set
forth on Schedule 11.4 to the Merger Agreement, shall be increased from 175,000
to 250,000.
All other provisions of the Merger Agreement not expressly modified by
this letter agreement shall remain unchanged and in full force and effect in all
respects.
Please acknowledge your consent and agreement to the terms of this letter
by executing this letter in the space provided below for that purpose.
Very truly yours,
DATA PROCESSING RESOURCES
CORPORATION
/s/ Michael A. Piraino
Michael A. Piraino
Executive Vice President
<PAGE>
To the Persons on the
Attached Distribution List
October 20, 1998
Page 3
CONSENTED AND AGREED TO:
DPRC ACQUISITION CORP., SYSTEMS & PROGRAMMING
a North Carolina corporation CONSULTANTS, INC.
a North Carolina corporation
By: /s/ Michael A. Piraino
------------------------
Michael A. Piraino By: /s/ Thomas G. Carlisle
Executive Vice President -----------------------------
Thomas G. Carlisle
President
/s/ Richard K. Carlisle
----------------------------
RICHARD K. CARLISLE
/s/ Thomas G. Carlisle
----------------------------
THOMAS G. CARLISLE
/s/ Jeffery Carter
----------------------------
JEFFERY CARTER
/s/ Robert Gallagher
----------------------------
ROBERT GALLAGHER
