<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K/A
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 27, 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 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The audited financial statements of S3G, Inc. ("S3G"), prepared in
accordance with Regulation S-X, were previously filed on March 5,
1998 with Registrant's Current Report on Form 8-K/A dated January
27, 1998 and are incorporated herein by reference.
(b) Unaudited Pro Forma Financial Information.
The amended pro forma financial statements for the consolidated
companies filed with this report are listed in the Index to
Financial Statements on page F-1 of this report. The statements were
amended due to a change in the subtotals and totals on the unaudited
pro forma financial statements.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Document
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<C> <S>
2.1 Agreement of Purchase and Sale of Assets dated January
27, 1998, by and among Data Processing Resources
Corporation, S3G, Inc. and Michael G. McCarthy.*
2.2 Registration Rights Agreement dated January 27, 1998,
by and between Data Processing Resources Corporation
and S3G, Inc.*
10.1 Credit Agreement dated as of September 25, 1997 between
Data Processing Resources Corporation and Wells Fargo
Bank, National Association, as Administrative Agent.
[X]
13.1 Annual Report on Form 10-K for the fiscal year ended
July 31, 1997, as filed with the Securities and
Exchange Commission on October 29, 1997. [XX]
99.1 Text of Press Release dated January 28, 1998.*
</TABLE>
_______________
* Exhibits previously filed on February 11, 1998 with Registrant's Current
Report on Form 8-K dated January 27, 1998 incorporated herein by reference under
Exhibit Number indicated.
[X] Filed with the Securities and Exchange Commission on October 29, 1997 as an
exhibit to DPRC's Annual Report on Form 10-K for the fiscal year ended July 31,
1997 (File No. 0-27612) and incorporated by reference herein.
[XX] Filed with the Securities and Exchange Commission on October 29, 1997 (file
no. 0-27612) and incorporated by reference herein.
<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 19, 1998 By: /s/ Michael A. Piraino
------------------- ----------------------------
Michael A. Piraino, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Financial Statements of Registrant
- -------------------------------------------------------------------
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<CAPTION>
<S> <C>
Unaudited Pro forma Consolidated Balance Sheet as of October 31, 1997, as amended F-2
Unaudited Pro Forma Consolidated Statements of Income for the Three Months ended
October 31, 1997, as amended, and for the Year ended July 31, 1997 F-3 TO F-4
Notes to Unaudited Pro Forma Consolidated Financial Statements F-5 TO F-6
</TABLE>
F-1
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DATA PROCESSING RESOURCES CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET, AS AMENDED
As of October 31,1997
<TABLE>
<CAPTION>
DPRC S3G
As of As of
October 31, December 31, Pro Forma
1997 1997 Adjustments Pro Forma
------------ ------------ ------------- ------------
ASSETS (Note 2)
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 15,781,000 $ 623,000 $ (440,000) b
25,500,000 a
(28,250,000) a $ 13,214,000
Accounts receivable, net 25,943,000 2,792,000 (50,000) b 28,685,000
Receivables from affiliates -
Prepaid expenses and other current -
assets
Deferred tax asset -
Prepaid expenses and other current 1,128,000 38,000 1,166,000
assets
------------ ------------ ------------- ------------
Total current assets 42,852,000 3,453,000 (3,240,000) 43,065,000
Property, net 1,734,000 568,000 2,302,000
Other assets 344,000 4,000 348,000
Intangible assets, net 68,046,000 29,961,000 a 98,007,000
------------ ------------ ------------- ------------
$112,976,000 $ 4,025,000 $ 26,721,000 $143,722,000
============ ============ ============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued $ 7,756,000 $ 874,000 $ 330,000 b $ 8,960,000
liabilities
Income taxes payable 1,717,000 184,000 (184,000) b 1,717,000
Deferred income taxes 55,000 55,000
Line of credit 740,000 (740,000) b -
25,500,000 a 25,500,000
------------ ------------ ------------- ------------
Total current liabilities 9,528,000 1,798,000 24,906,000 36,232,000
Other long-term liabilities 81,000 53,000 134,000
Shareholders' equity:
Preferred stock
Common stock 91,212,000 1,000 (1,000) b
3,989,000 a 95,201,000
Additional paid-in-capital 2,642,000 133,000 (133,000) b 2,642,000
Retained earnings 9,513,000 2,040,000 (2,040,000) b 9,513,000
------------ ------------ ------------- ------------
Total shareholders' equity 103,367,000 2,174,000 1,815,000 107,356,000
------------ ------------ ------------- ------------
$112,976,000 $ 4,025,000 $ 26,721,000 $143,722,000
============ ============ ============= ============
</TABLE>
See Notes to Unaudited Pro Forma Consolidated Financial Statements.
F-2
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME, AS AMENDED
For the Three Months Ended October 31, 1997
<TABLE>
<CAPTION>
DPRC S3G
Three Months Three Months
Ended Ended
October 31, December 31, Pro Forma
1997 1997 Adjustments Pro Forma
------------- ------------- ----------- -----------
(Note 2)
<S> <C> <C> <C> <C>
Revenues $45,094,000 $3,558,000 $ - $48,652,000
Cost of professional services 32,690,000 1,441,000 34,131,000
----------- ---------- ----------- -----------
Gross margin 12,404,000 2,117,000 - 14,521,000
Selling, general and administrative expenses 8,027,000 779,000 318,000 c 9,124,000
----------- ---------- ----------- -----------
Operating income 4,377,000 1,338,000 (318,000) 5,397,000
Interest (expense) income, net 127,000 (446,000) d (319,000)
----------- ---------- ----------- -----------
Income before provision for income taxes 4,504,000 1,338,000 (764,000) 5,078,000
Provision for income taxes 1,982,000 63,000 185,000 e 2,230,000
----------- ---------- ----------- -----------
Net income $ 2,522,000 $1,275,000 $ (949,000) $ 2,848,000
=========== ========== =========== ===========
Net income per share $ 0.22 $ 0.24
=========== ===========
Weighted average common shares used in
the calculation of historical net income
per share (Note 3) 11,457,000 205,000 11,662,000
=========== =========== ===========
</TABLE>
See Notes to Unaudited Pro Forma Consolidated Financial Statements.
F-3
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DATA PROCESSING RESOURCES CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Year Ended July 31, 1997
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<CAPTION>
DPRC S3G
Year Ended Twelve months Ended Pro Forma
July 31, 1997 September 30, 1997 Adjustments Pro Forma
------------- ------------------- ----------- ------------
(Note 2)
<S> <C> <C> <C> <C>
Revenues $115,022,000 $9,200,000 $ - $124,222,000
Cost of professional services 85,979,000 3,900,000 89,879,000
------------ ---------- ----------- ------------
Gross margin 29,043,000 5,300,000 - 34,343,000
Selling, general and administrative expenses 18,654,000 2,213,000 1,271,000 c 22,138,000
------------ ---------- ----------- ------------
Operating income 10,389,000 3,087,000 (1,271,000) 12,205,000
Interest (expense) income, net 869,000 (19,000) (1,786,000) d (936,000)
------------ ---------- ----------- ------------
Income before provision for income taxes 11,258,000 3,068,000 (3,057,000) 11,269,000
Provision for income taxes 4,542,000 138,000 (133,000) e 4,547,000
------------ ---------- ----------- ------------
Net income $ 6,716,000 $2,930,000 $(2,924,000) $ 6,722,000
============ ========== =========== ============
Net income per share $ 0.71 $ 0.70
============ ============
Weighted average common shares used in
the calculation of historical net income
per share (Note 3) 9,460,000 205,000 9,665,000
============ =========== ============
</TABLE>
See Notes to Unaudited Pro Forma Consolidated Financial Statements.
F-4
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DATA PROCESSING RESOURCES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JULY 31, 1997 AND THE THREE MONTHS ENDED OCTOBER 31, 1997
1. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On January 27, 1998, Data Processing Resources Corporation ("DPRC") acquired
substantially all of the assets and assumed certain liabilities of S3G, Inc., a
Texas Corporation ("S3G"). The acquisition was achieved pursuant to an
Agreement of Purchase and Sale of Assets dated January 27, 1998 ("Asset Purchase
Agreement"), by and among DPRC, S3G and the sole shareholder of S3G, Michael G.
McCarthy ("McCarthy"). Under the terms of the Asset Purchase Agreement, the
purchase price was $32,239,000, Consisting of $28,250,000 in cash and 204,552
shares of DPRC common stock, valued at $3,989,000 (computed using a value of
DPRC common stock of $4,985,000, less an adjustment of $996,000 to reflect the
impact of restrictions on disposition of the stock). In addition, S3G has the
Right to receive certain additional consideration contingent upon S3G's adjusted
earnings before interest and taxes through December 31, 1998. The purchase
price, including the additional consideration, is based on a multiple of
adjusted earnings before interest and taxes. Under the Asset Purchase
Agreement, S3G has certain registration rights with respect to the 204,552
shares of DPRC common stock it received in the acquisition and any additional
shares of DPRC common stock which it might receive as additional consideration.
The unaudited pro forma consolidated balance sheet and statements of income
give effect on a purchase accounting basis to the acquisition of S3G. The
unaudited pro forma consolidated balance sheet as of October 31, 1997 has been
prepared by consolidating the balance sheet of DPRC as of October 31, 1997 with
the balance sheet of S3G as of December 31, 1997. The unaudited pro forma
consolidated statement of income for the three months ended October 31, 1997 has
been prepared by consolidating the statement of income of DPRC for the three
months ended October 31, 1997 with the statement of income of S3G for the three
months ended December 31, 1997. The unaudited pro forma consolidated statement
of income for the fiscal year ended July 31, 1997 has been prepared by
consolidating the statement of income of DPRC for the fiscal year ended July 31,
1997 with the statement of income of S3G for the twelve months ended September
30, 1997.
The unaudited pro forma consolidated balance sheet as of October 31, 1997
assumes that the acquisition occurred on October 31, 1997. The unaudited pro
forma consolidated statements of income for the three months ended October 31,
1997 and for the fiscal year ended July 31, 1997 assume that the acquisition
occurred on August 1, 1996. The unaudited pro forma consolidated balance sheet
and statements of income do not purport to represent the results of operations
or financial position of DPRC had the transaction and events assumed therein
occurred on the dates specified, nor are they necessarily indicative of the
results of operations that may be achieved in the future. The unaudited pro
forma adjustments are based on management's preliminary assumptions regarding
purchase accounting adjustments. The actual allocation of the purchase price
will be adjusted to the extent that actual amounts differ from management's
estimates in accordance with Statements of Financial Accounting Standards No.
38, "Accounting for Preacquisition Contingencies of Purchased Enterprises".
F-5
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DATA PROCESSING RESOURCES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
For the Year ended July 31, 1997 and the Three Months ended October 31, 1997
The unaudited pro forma consolidated financial statements are based upon
certain assumptions and adjustments described in the notes to the unaudited pro
forma consolidated financial statements. The unaudited pro forma consolidated
financial statements should be read in conjunction with the historical financial
statements, and related notes, of DPRC contained in DPRC's quarterly report on
Form 10-Q for the quarter ended October 31, 1997 and in DPRC's Annual Report on
Form 10-K for the year ended July 31, 1997.
2. UNAUDITED PRO FORMA ADJUSTMENTS
The following items describe the unaudited pro forma adjustments made to
reflect the acquisition of S3G:
a) To record the allocation of the purchase price and other purchase
accounting adjustments as follows:
<TABLE>
<CAPTION>
<S> <C>
Cash $ 28,250,000
Common Stock of DPRC 3,989,000
------------
Total Purchase Price 32,239,000
Net assets acquired (2,658,000)
Adjustments to conform accounting policies 230,000
Acquisition costs related to S3G 150,000
------------
Excess of purchase price over net assets acquired $ 29,961,000
============
</TABLE>
The excess of purchase price over net assets acquired was allocated to
intangible assets in the consolidated balance sheet. Of the $28,250,000 in
cash consideration, $25,500,000 was borrowed by DPRC utilizing a line of
credit with a bank syndicate
b) To eliminate assets and liabilities not purchased in the acquisition of
S3G.
c) To record amortization related to goodwill and non-compete covenants
acquired with the purchase of S3G which are amortized based on the straight
line method over twenty-five years and three years, respectively.
d) To record the reduction in interest income and increase in interest
expense due to the loss of the use of cash and borrowings used in the
acquisition of S3G.
e) To record the tax effect of the pro forma adjustments and a tax
provision related to the business of S3G.
3. UNAUDITED PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING
Unaudited pro forma weighted average shares outstanding assumes as
outstanding the 204,552 new shares issued by DPRC required to consummate the
acquisition of S3G.
F-6
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DOCUMENT
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<S> <C>
2.1 Agreement of Purchase and Sale of Assets dated January 27,
1998, by and among Data Processing Resources Corporation,
S3G, Inc. and Michael G. McCarthy. *
2.2 Registration Rights Agreement dated January 27, 1998, by and
between Data Processing Resources Corporation and S3G, Inc.*
10.1 Credit Agreement dated as of September 25, 1997 between Data
Processing Resources Corporation and Wells Fargo Bank,
National Association, as Administrative Agent. [X]
13.1 Annual Report on Form 10-K for the fiscal year ended July 31,
1997, as filed with the Securities and Exchange Commission
on October 29, 1997. [XX]
99.1 Text of Press Release dated January 28, 1998.*
</TABLE>
_________________
* Exhibits previously filed on February 11, 1998 with Registrant's Current
Report on Form 8-K dated January 27, 1998 incorporated herein by reference
under Exhibit Number indicated.
[X] Filed with the Securities and Exchange Commission on October 29, 1997 as an
exhibit to DPRC's Annual Report on Form 10-K for the fiscal year ended July 31,
1997 (File No. 0-27612) and incorporated by reference herein.
[XX] Filed with the Securities and Exchange Commission on October 29, 1997 (File
No. 0-27612) and incorporated by reference herein.
