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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): May 30, 1997
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Source Services Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-21027 36-2690960
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.
5580 LBJ Freeway, Suite 300, Dallas, Texas 75240
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (972) 385-3002
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ITEM 5. OTHER EVENTS.
On May 30, 1997, the Registrant issued the press release attached as Exhibit
99.1. The information contained in this press release is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News Release of Registrant dated May 30, 1997.
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SIGNATURES
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.
Source Services Corporation
Dated: May 30, 1997 By: /s/ D. Les Ward
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D. Les Ward
President and Chief Executive
Officer
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EXHIBIT INDEX
Sequentially
Exhibit # Item Numbered Page
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99.1 Press Release 5
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EXHIBIT 99.1
APPROVED BY: Richard Dupont
Chief Financial Officer
(972) 385-3002
CONTACT: Betsy Brod/Nancy Healy
Investor Relations
Media: Leslie Feldman
Morgan-Walke Associates
(212) 850-5600
FOR IMMEDIATE RELEASE
SOURCE SERVICES ADOPTS STOCKHOLDER RIGHTS PLAN
Dallas, Texas, May 30, 1997 -- Source Services Corporation (Nasdaq:
SRSV) today announced that its Board of Directors has adopted a Stockholder
Rights Plan under which preferred stock purchase rights will be distributed on
June 18, 1997, at the rate of one Right for each outstanding share of the
Company's common stock, to stockholders of record on that date.
Wayne D. Emigh, Chairman of the Board of Directors, stated that "the
Board adopted the new Plan to protect against future abusive takeover tactics
such as partial tender offers and selective open market purchases. The Plan was
not adopted in response to any specific effort to acquire control of the
Company, and the Board is not aware of any such effort. The Plan is intended to
assure that stockholders receive fair and equitable treatment in the event of
unsolicited attempts to acquire the Company." Mr. Emigh further stressed that
"the Plan is not intended to prevent an acquisition of the Company on terms
that are favorable and fair to all stockholders, and will not do so. The Plan
is designed to deal with the very serious problem of unilateral actions by
hostile acquirors that are calculated to deprive the Company's Board and its
stockholders of their ability to determine the destiny of the Company."
Each Right will entitle holders of Source Services common stock to buy
one one-hundredth of a share of a new series of preferred stock at an exercise
price of $90, subject to adjustment. The Rights will be exercisable only if a
person or group acquires 20% or more of the Company's common stock or announces
a tender offer upon consummation of which such person or group would own 20% or
more of the common stock.
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Source Services Corporation
Adopts Stockholder Rights Plan
May 30, 1997
Page 2
The Rights will expire in ten years unless earlier redeemed or
terminated. The Company generally may amend the Rights or redeem the Rights at
$0.01 per Right at any time prior to the time a person or group has acquired
20% of the Company's common stock.
Additional detail regarding the Rights Plan will be outlined in a
summary to be mailed to all stockholders following the record date.
Source Services Corporation provides flexible and permanent specialty
staffing services through its 53 offices in the United States and one in
Canada. Source has been a recognized leader in staffing solutions for the
information technology industry for over 35 years, and the Company today
emphasizes an expanding portfolio of services including the financial and
engineering fields in addition to IT.
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