<PAGE>
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) March 5, 1998
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 MacArthur 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.)
<PAGE>
ITEM 5. OTHER EVENTS.
On March 5, 1998, the Registrant issued a press release announcing that,
subject to market and other conditions, it intends to raise $85 million
(excluding proceeds of the over-allotment option, if any) through a private
placement under Rule 144A of convertible subordinated notes (the "Notes") within
the United States to qualified institutional buyers.
It is contemplated that the Notes will have a term of seven years and be
convertible into common stock of the Registrant. The Registrant intends to use
the net proceeds of the offering for repayment of debt and general corporate
purposes, including acquisitions.
The foregoing summary is subject to the full text of the press release with
respect thereto, a copy of which is attached hereto as Exhibit 99.1, which
exhibit is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibit is filed herewith:
99.1 - Press Release dated March 5, 1998.
<PAGE>
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: March 5, 1998 By: /s/ Michael A. Piraino
------------------- ----------------------------
Michael A. Piraino, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
----------- --------
<S> <C>
99.1 Text of Press Release dated March 5, 1998.
</TABLE>
<PAGE>
EXHIBIT 99.1
DATA PROCESSING RESOURCES CORPORATION ANNOUNCES
PROPOSED PRIVATE OFFERING OF $85 MILLION CONVERTIBLE
SUBORDINATED NOTES
NEWPORT BEACH, CALIFORNIA -- MARCH 5, 1998 -- Data Processing Resources
Corporation (Nasdaq: DPRC) today announced that, subject to market and other
conditions, it intends to raise $85 million (excluding proceeds of the over-
allotment option, if any) through a private placement under Rule 144A of
convertible subordinated notes (the "Notes") within the United States to
qualified institutional buyers.
It is contemplated that the Notes will have a term of seven years and be
convertible into DPRC common stock. The Company stated that it intends to use
the net proceeds of the offering for repayment of debt and for general corporate
purposes, including acquisitions.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. Offers of Notes, if any, in
connection with the proposed private offering shall be made only by means of a
private Offering Memorandum.
The securities offered will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered or
sold in the United States absent registration under the Securities Act of 1933
and applicable state securities laws or available exemptions from registration
requirements. The Company has agreed to file, within 60 days after the date of
initial issuance of the Notes, and to use reasonable efforts to have declared
effective, a shelf registration statement under the Securities Act of 1933 to
register resales by the holders of the Notes and the DPRC common stock issuable
upon conversion thereof.
The Company from time to time makes forward-looking disclosures in its
public disclosures, including, without limitation, statements relating to the
Company's growth and strategies and statements regarding its development and
acquisition activities. In the Company's filings under the federal securities
laws, including its annual, periodic and current reports, the Company identifies
important factors that could cause the Company's results to differ materially
from those contained in such forward-looking statements. Reference is hereby
made to such disclosures.
Data Processing Resources Corporation provides information technology
staffing services through a network of sixteen branch facilities and three
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.
