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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) May 20, 1998
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Data Processing Resources Corporation
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(Exact name of registrant as specified in its charter)
California 0-27612 95-3931443
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(State or other (Commission (I.R.S. Employer
jurisdiction File number) Identification No.)
of incorporation)
4400 MacArthur Boulevard, Suite 600, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 553-1102
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On May 20, 1998 Data Processing Resources Corporation ("DPRC") and DPRC
Acquisition Corp., a wholly owned subsidiary of DPRC ("Merger Sub"),
entered into an Agreement and Plan of Merger dated as of May 20, 1998 by
and among DPRC, Merger Sub, EXi Corp. ("EXi") and the shareholders of
EXi (the "Shareholders"). Pursuant to and subject to the terms and
conditions of the Merger Agreement, EXi merged with and into Merger Sub
and the Shareholders received consideration in the form of cash
and 68,531 shares of restricted common stock of DPRC (the "Merger"). The
Shareholders have piggyback registration rights for such shares
commencing in December 1998. The Merger did not require the approval of
the shareholders of DPRC and the acquisition of EXi was not significant
for reporting purposes.
As a result of the Merger, DPRC now has an office in Minneapolis,
Minnesota and provides software engineering services in addition to its
core business of providing information technology staffing services.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated May 21, 1998.
2.
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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: May 21, 1998 By: /s/ Michael A. Piraino
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Michael A. Piraino
Senior Vice President,
Chief Financial Officer and Secretary
3.
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DATA PROCESSING RESOURCES CORPORATION
INDEX TO EXHIBITS
Number Description of Exhibit Page
Number
99.1 Press release dated May 21, 1998.
4.
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EXHIBIT 99.1
MICHAEL A. PIRAINO
CHIEF FINANCIAL OFFICER
(714) 553-1102, EXT. 146
DATA PROCESSING RESOURCES CORPORATION
ACQUIRES EXi CORP.
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SOFTWARE ENGINEERING STAFFING FIRM, BASED IN MINNEAPOLIS, MINNESOTA
NEWPORT BEACH, CALIFORNIA, May 21, 1998 - Data Processing Resources Corporation
(Nasdaq:DPRC) today announced that it has acquired EXi Corp. ("EXi") by merger
for cash and shares of DPRC restricted common stock.
The other terms of the acquisition were not disclosed. It continues to be
DPRC's strategy to make accretive acquisitions on a twelve month trailing basis.
EXi, founded eighteen years ago, maintains its offices in Minneapolis,
Minnesota. EXi's information technology staffing and solutions business engages
primarily in supporting the software engineering and network technology
marketplace. EXi's revenues for the twelve months ended March 31, 1998 were
approximately $7.2 million. The business currently employs approximately 80
consultants and services approximately 20 clients in the metropolitan
Minneapolis area.
Commenting on the acquisition, David M. Connell, DPRC's President and Chief
Operating Officer, stated, "This acquisition represents our commitment toward
developing the specialty services segment of our business. In March 1998, we
opened an office in San Diego, California dedicated to serving the needs of the
software engineering market. This acquisition represents an extension of these
services and our first opportunity to put the funds to work we recently raised
in the 5 1/4% Convertible Subordinated Notes Offering completed in March of this
year."
Mr. Connell added, "We are exceptionally pleased to have added additional
management talent and strength to our organization, and specifically to expand
our presence in DPRC's Central region, as a result of this acquisition. Mr.
Richard Reynertson,
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President of EXi, as well as a team of key managers, will remain in place post
acquisition pursuant to the terms of their respective employment agreements."
Mr. Reynertson stated, "We are excited about the dual opportunity to
cross-sell additional IT services and offer our expertise to DPRC's existing
markets. Access to DPRC's extensive financial resources should allow us to
accelerate expansion in our own market."
Statements herein concerning the Company's growth and strategies may
include forward-looking statements, and the Company's actual results may differ
materially from those suggested as a result of various factors, including,
without limitation, the Company's ability to recruit and retain qualified
technical consultants; identify, acquire and integrate suitable acquisition
candidates; obtain sufficient working capital to support such growth; and
compete successfully with existing and future competitors. Interested parties
should refer to the disclosures set forth under the caption "Risk Factors" and
elsewhere in the Company's prospectus dated January 21, 1997 for additional
information regarding risks affecting the Company's financial condition and
results of operations.
Data Processing Resources Corporation provides information technology staffing
services through a network of seventeen branch locations and four international
recruiting offices 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 DPRC.
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