<PAGE>
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) December 21, 1998
--------------------------------
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 (949) 553-1102
------------------------------
Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 21, 1998, Data Processing Resources Corporation ("DPRC")
acquired Systems & Programming Consultants, Inc., a North Carolina corporation
("SPC"), pursuant to the terms of the Agreement and Plan of Merger, dated June
16, 1998, as amended on October 13, 1998 and on October 20, 1998, by and among
DPRC, DPRC Acquisition Corp., a wholly owned subsidiary of DPRC ("Merger Sub"),
SPC and certain shareholders of SPC (the "Merger Agreement"). In the merger,
Merger Sub was merged with and into SPC, with SPC continuing as the surviving
corporation as a wholly owned subsidiary of DPRC. The consideration delivered
in connection with the merger was paid in shares of DPRC common stock. In the
merger, each outstanding share of SPC common stock was converted into 6.399204
shares of DPRC common stock. No fractional shares were issued. In connection
with the merger, DPRC issued approximately 2.2 million shares of DPRC common
stock and assumed the outstanding options under the SPC Stock Option Plan. Such
SPC options are fully vested and exercisable to purchase approximately 1.1
million shares of DPRC common stock at a weighted average option exercise price
of approximately $4.06 per share. The merger was approved on December 17, 1998
at a special meeting of SPC shareholders and on December 21, 1998 at a special
meeting of DPRC shareholders. The effective date of the merger was December 21,
1998. The merger has been accounted for as a pooling of interests for
financial reporting purposes in accordance with generally accepted accounting
principles.
The information related to this transaction which would otherwise be
required to be reported under Item 2 is not provided herein pursuant to General
Instruction B.3. of Form 8-K as substantially the same information required by
Item 2 has been "previously reported" (as defined in Rule 12b-2) by the
Registrant in connection with the Registrant's Registration Statement on Form S-
4 (File No. 333-61017).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Unaudited Interim Financial Statements of SPC, including the
balance sheet as of October 31, 1998 and the related statements
of income and cash flows for the ten months ended October 31,
1998 and 1997.
(B) PRO FORMA FINANCIAL INFORMATION.
Unaudited Consolidated Pro Forma Financial Information of DPRC
and SPC, including the consolidated balance sheet as of October
31, 1998 and related consolidated statement of income for the
three months ended October 31, 1998.
2.
<PAGE>
Additional information related to this transaction which would
otherwise be required to be reported under Item 7 is not provided herein
pursuant to General Instruction B.3. of Form 8-K as substantially the same
information required by Item 7 has been "previously reported" (as defined in
Rule 12b-2) by the Registrant in connection with the Registrant's Registration
Statement on Form S-4 (File No. 333-61017).
3.
<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: March 4, 1999 By: /s/ JAMES A. ADAMS
- ---------------------------
James A. Adams
Vice President, Finance and
Chief Financial Officer
4.
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
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Page
<S> <C>
HISTORICAL FINANCIAL STATEMENTS OF SYSTEMS &
PROGRAMMING CONSULTANTS, INC. (UNAUDITED)
Balance sheets as of October 31, 1998 (unaudited) F-2
Statements of income for the ten months ended October 31, 1998
(unaudited) and 1997 (unaudited) F-4
Statements of cash flows for the ten months ended October 31, 1998
(unaudited) and 1997 (unaudited) F-5
Notes to financial statements (unaudited) F-6
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF
REGISTRANT (UNAUDITED):
Pro forma consolidated balance sheet as of October 31, 1998 (unaudited) F-8
Pro forma consolidated statement of income for the three months ended
October 31, 1998 (unaudited) F-10
Notes to pro forma consolidated financial statements (unaudited) F-11
</TABLE>
F-1
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
BALANCE SHEET
AS OF OCTOBER 31, 1998 (UNAUDITED)
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(in thousands, except share data)
ASSETS
CURRENT ASSETS:
<S> <C>
Cash and cash equivalents $ 160
Accounts receivable, net of allowance for doubtful accounts of $195 9,585
Income tax receivable
Deferred tax asset 1,199
-------
Total current assets 10,944
PROPERTY, net 403
OTHER ASSETS 189
-------
$11,536
=======
</TABLE>
See accompanying notes
to financial statements. F-2
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
BALANCE SHEET
AS OF OCTOBER 31, 1998 (UNAUDITED) (Continued)
- ------------------------------------------------------------------------------------------------
(in thousands, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C>
Accounts payable and accrued liabilities $ 2,510
Income taxes payable 1,219
Line of credit 570
Long-term debt - current
-------
Total current liabilities 4,299
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK HELD BY STOCK BONUS PLAN -
69,895 and 66,252 shares outstanding as of October 31, 1998 and 1997,
respectively 11,891
SHAREHOLDERS' EQUITY:
Common stock, no par value; 1,000,000 shares authorized; 259,273 and
189,963 shares issued and outstanding as of October 31, 1998 and 1997,
respectively 5,954
Deferred compensation associated with performance-vesting options (621)
Retained earnings (9,987)
Less treasury stock at cost, 0 (1998) and 22,167 (1997) shares in treasury
-------
Total shareholders' equity (4,654)
-------
$11,536
=======
</TABLE>
See accompanying notes
to financial statements. F-3
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
FOR THE TEN MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)
AND 1997 (UNAUDITED)
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(in thousands, except share data)
1998 1997
<S> <C> <C>
REVENUES $ 51,337 $ 32,014
COST OF PROFESSIONAL SERVICES 36,325 22,501
-------- --------
GROSS MARGIN 15,012 9,513
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES 10,708 8,932
COMPENSATION EXPENSE ASSOCIATED WITH
PERFORMANCE VESTING OPTIONS 3,107 --
-------- --------
OPERATING INCOME 1,197 581
INTEREST EXPENSE, net (103) (97)
-------- --------
INCOME BEFORE INCOME TAX PROVISION 1,094 484
INCOME TAX PROVISION 526 31
-------- --------
NET INCOME 568 453
LESS PREFERRED STOCK DIVIDEND -- (21)
-------- --------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $568 $432
======== ========
NET INCOME PER SHARE - BASIC $1.73 $1.56
======== ========
NET INCOME PER SHARE - DILUTED $1.14 $.98
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
BASIC 328,592 277,072
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
DILUTED 497,831 438,972
======== ========
</TABLE>
See accompanying notes
to financial statements.
F-4
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)
AND 1997 (UNAUDITED)
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(in thousands)
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 568 $ 453
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 59 64
Contribution of common stock to profit sharing plan 200 -
Compensation expense associated with performance-vesting options 3,107
Deferred income taxes (1,062)
Changes in operating assets and liabilities:
Accounts receivable (3,842) (3,523)
Income tax receivable 526
Prepaid expenses and other long-term assets (97) (21)
Accounts payable and accrued liabilities (188) 1,168
Income taxes payable 1,219 (290)
-------- --------
Net cash provided by (used in) operating activities 490 (2,149)
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property (85) (81)
Proceeds from sale of property 253 6
-------- --------
Net cash provided by (used in) investing activities 168 (75)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of common stock from profit sharing plan (52) (37)
Proceeds (Repayment) of line of credit, net (200) 2,132
Repayment of notes payable (246) (34)
Payment of preferred stock dividend (21)
Redemption of preferred stock (680)
-------- --------
Net cash (used in) provided by financing activities (498) 1,360
-------- --------
NET INCREASE (DECREASE) IN CASH 160 (864)
CASH AND CASH EQUIVALENTS, beginning of period - 849
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 160 $ (15)
======== ========
SUPPLEMENTAL INFORMATION -
Cash paid for:
Interest $ 123 $ 119
======== ========
Income taxes $ 361 $ 15
======== ========
</TABLE>
NONCASH TRANSACTION DISCLOSURES
In December 1996, SPC accrued year-end bonuses of $401,945 for certain of its
officers to be paid in the form of common stock. Such stock was issued in the
ten months ended October 31, 1997.
In conjunction with the Company's Stock Bonus Plan, the Company recorded
accretion to the amount of redeemable common stock held in the plan of
$9,043,707 and $1,186,568 for the ten months ended October 31, 1998 and 1997,
respectively.
See accompanying notes
to financial statements.
F-5
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)
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1. GENERAL
Business - Systems & Programming Consultants, Inc., a North Carolina
corporation (SPC), is in the business of servicing the information
technology needs of its clients throughout the southeastern United States.
On December 21, 1998, Data Processing Resources Corporation (DPRC) acquired
SPC pursuant to the terms of the Agreement and Plan of Merger, dated June
16, 1998, as amended on October 13, 1998 and on October 20, 1998, by and
among DPRC, DPRC Acquisition Corp., a wholly owned subsidiary of DPRC
(Merger Sub), SPC and certain shareholders of SPC (the Merger Agreement). In
the merger, Merger Sub was merged with and into SPC, with SPC continuing as
the surviving corporation as a wholly owned subsidiary of DPRC. The
consideration delivered in connection with the merger was paid in shares of
DPRC common stock. In the merger, each outstanding share of SPC common stock
was converted into 6.399204 shares of DPRC common stock. No fractional
shares were issued. In connection with the merger, DPRC issued approximately
2.2 million shares of DPRC common stock and assumed the outstanding options
under the SPC Stock Option Plan. Such SPC options are fully vested and
exercisable to purchase approximately 1.1 million of shares of DPRC common
stock at a weighted average option exercise price of approximately $4.06 per
share. The merger was approved on December 17, 1998 at a special meeting of
SPC shareholders and on December 21, 1998 at a special meeting of DPRC
shareholders. The effective date of the merger was December 21, 1998. The
merger has been accounted for as a pooling of interests for financial
reporting purposes in accordance with generally accepted accounting
principles.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Data - The interim financial data as of October 31, 1998
and for the ten months ended October 31, 1998 and 1997 is unaudited. The
information reflects all adjustments, consisting only of normal recurring
entries that, in the opinion of management, are necessary to present fairly
the financial position and results of operations of SPC for the periods
indicated. Results of operations for the interim periods are not
necessarily indicative of the results of operations for the full fiscal
year. For further information, refer to SPC's audited financial statements
for the fiscal year ended December 31, 1997 included in DPRC's registration
statement on Form S-4, as amended (Registration No. 333-61017), filed with
the Securities and Exchange Commission on November 12, 1998. Certain
reclassifications have been made in the financial statements to conform
amounts previously reported for fiscal year 1997 to the fiscal year 1998
presentation.
Stock Bonus Plan - SPC has a profit sharing plan (the Plan) which includes a
stock bonus feature. Under this arrangement, SPC has the option of making
its annual matching contribution to the Plan in cash or the equivalent fair
market value in shares of its common stock. Under the terms of the Plan, SPC
repurchases its common stock to provide the Plan with the necessary
liquidity to pay benefits and other withdrawals to the Plan participants.
Additionally, in certain circumstances, Plan participants have the right to
require SPC to purchase their stock.
F-6
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED) (Continued)
- --------------------------------------------------------------------------------
SPC has classified the maximum possible cash obligation under the Plan
outside of permanent equity. Such amount is accreted as a charge to retained
earnings to reflect the change in value of the underlying stock.
F-7
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF OCTOBER 31, 1998 (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------------------------
(in thousands, except share data)
October 31, 1998 (unaudited)
---------------------------------------------
Pooling
DPRC SPC Adjustment Combined
ASSETS
CURRENT ASSETS:
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 40,572 $ 160 $ - $ 40,732
Investments 32,982 32,982
Accounts receivable, net of allowance for doubtful
accounts of $2,145 49,193 9,585 58,778
Prepaid expenses and other current assets 4,360 4,360
Deferred tax asset 711 1,199 1,910
-------- ------- ------- --------
Total current assets 127,818 10,944 138,762
PROPERTY, net 5,213 403 5,616
OTHER ASSETS 1,013 189 1,202
INTANGIBLE ASSETS, net of accumulated amortization
of $6,105 128,304 128,304
-------- ------- ------- --------
$262,348 $11,536 $ - $273,884
======== ======= ======= ========
</TABLE>
See accompanying notes to unaudited
pro forma consolidated financial statements. F-8
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF OCTOBER 31, 1998 (UNAUDITED) (Continued)
- --------------------------------------------------------------------------------
(in thousands, except share data)
October 31, 1998 (unaudited)
--------------------------------------------------
Pooling
DPRC SPC adjustment Combined
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
<S> <C> <C> <C> <C>
Accounts payable and accrued liabilities $ 15,303 $ 2,510 $ - $ 17,813
Income taxes payable 3,553 1,219 4,772
Line of credit 570 570
-------- ------- ------------- --------
Total current liabilities 18,856 4,299 23,155
LONG-TERM DEFERRED INCOME TAXES 784 784
LONG-TERM DEBT 111,466 111,466
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK HELD
BY STOCK BONUS PLAN -
69,895 shares outstanding 11,891 (11,891)
SHAREHOLDERS' EQUITY:
Common stock 109,089 5,954 1,025 116,068
Deferred compensation associated with
performance-vesting options (621) (621)
Retained earnings (deficit) 22,153 (9,987) 10,866 23,032
-------- ------- ------------- --------
Total shareholders' equity (deficit) 131,242 (4,654) 11,891 138,479
-------- ------- ------------- --------
$262,348 $11,536 $ - $273,884
======== ======= ============= ========
</TABLE>
See accompanying notes to unaudited
pro forma consolidated financial statements. F-9
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)
- -------------------------------------------------------------------------------
(in thousands, except per share data)
Three months ended
October 31, 1998
(unaudited)
---------------------------
DPRC SPC Combined
<S> <C> <C> <C>
REVENUES $73,623 $17,418 $ 91,041
COST OF PROFESSIONAL SERVICES 51,026 12,225 63,251
------- ------- ----------
GROSS MARGIN 22,597 5,193 27,790
SELLING, GENERAL, AND ADMINISTRATIVE
EXPENSES 14,991 3,076 18,067
COMPENSATION EXPENSE ASSOCIATED WITH
PERFORMANCE VESTING OPTIONS 932 932
------- ------- ----------
OPERATING INCOME 7,606 1,185 8,791
INTEREST EXPENSE, net (515) (25) (540)
------- ------- ----------
INCOME BEFORE INCOME TAX PROVISION 7,091 1,160 8,251
INCOME TAX PROVISION 3,191 527 3,718
------- ------- ----------
NET INCOME $ 3,900 $ 633 $ 4,533
======= ======= ==========
NET INCOME PER SHARE - BASIC $0.33
==========
NET INCOME PER SHARE - DILUTED $0.32
==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 13,882
==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - DILUTED 14,264
==========
</TABLE>
See accompanying notes to unaudited
pro forma consolidated financial statements.
F-10
<PAGE>
SYSTEMS & PROGRAMMING CONSULTANTS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)
- -------------------------------------------------------------------------------
1. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On June 16, 1998, DPRC entered into an agreement, which was amended on
October 13, 1998 and October 20, 1998, to acquire SPC by merger of a wholly
owned subsidiary of DPRC into SPC (the Merger). The unaudited pro forma
consolidated statement of income for the three months ended October 31, 1998
has been prepared as if the Merger had occurred at the beginning of such
period. The pro forma consolidated balance sheet as of October 31, 1998 has
been prepared as if the Merger had occurred on October 31, 1998. The
unaudited pro forma consolidated financial statements are provided for
informational purposes only and are not necessarily indicative of the
results that would have been obtained had the Merger occurred on the date
indicated or that may be achieved in the future.
The unaudited pro forma consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of DPRC
(which give retroactive effect to the Merger) included in DPRC's current
report filed on Form 8-K, dated March 1, 1999 and DPRC's quarterly report on
Form 10-Q for the quarter ended October 31, 1998.
2. POOLING ADJUSTMENT
The pooling adjustment represents the lapsing of the redemption feature
associated with the common stock held by the SPC Stock Bonus Plan. This
redemption feature lapses upon the issuance of DPRC's common stock in
exchange for shares held by the plan upon consummation of the merger.
F-11
