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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) June 9, 1999
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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)
18301 Von Karman, Suite 600, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 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 2. Acquisition or Disposition of Assets.
(a) On June 9, 1999, Data Processing Resources Corporation ("DPRC")
acquired substantially all of the assets (the "Assets") of I T Services, Inc., a
Texas corporation ("ITSI"). The Assets were purchased for an initial cash
purchase price (the "Purchase Price") of approximately $28 million and two
contingent cash earnout payments to be made on or before July 1, 2000 and July
1, 2001 or as soon as practicable thereafter, based on a multiple of ITSI's
earnings before interest and taxes for the twelve-month periods ending April 30,
2000 and April 30, 2001, respectively.
In determining the consideration to be paid in the acquisition, DPRC
reviewed ITSI's financial statements and its business and determined an
approximate aggregate value of ITSI's business to DPRC based on a multiple of
adjusted earnings before interest and taxes on a twelve month trailing basis. A
final determination of such value was arrived at by means of arm's length
bargaining among the parties.
Each of ITSI's three shareholders, Daniel J. McGrew, Lynne G. McGrew
and Warren L. Norris, entered into a covenant not to compete with DPRC in the
geographic area in which ITSI's business was conducted at the time of the
acquisition.
At the time of the acquisition, there was no material relationship
between ITSI (including its officers, directors and shareholders) and DPRC or
any of its affiliates, or any director or officer of DPRC, or any associate of
any such officer or director.
DPRC did not incur any additional indebtedness in financing the
Purchase Price, but instead used existing internal cash reserves that were
accumulated primarily from the March 1998 sale of DPRC's 5 1/4% Convertible
Subordinated Notes due 2005.
(b) At the time of the acquisition, ITSI was engaged in the
information technology staffing and consulting business, primarily in supporting
SAP packaged implementations. ITSI operated its business primarily from its
facility in Dallas, Texas. DPRC presently intends for ITSI, as an operating
division of DPRC, to continue to engage in the information technology staffing
business in substantially the same manner and for the same purpose.
Item 7. Financial Statements and Exhibits.
(a) The financial statements required by this Item 7 are not included
in this initial report, but will be filed as an amendment to this report within
60 days of the date of this report.
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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: June 9, 1999 By: /s/ James A. Adams
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James A. Adams
Vice President and
Chief Financial Officer
3.
