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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 25, 1998
STAFFMARK, INC
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(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
302 East Millsap Road, Fayetteville, Arkansas 72703
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (501) 973-6000
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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
On November 25, 1998, StaffMark, Inc. (the "Company") consummated a
transaction whereby Robert Walters plc, a company registered under the Companies
Act 1985 of Great Britain, as amended ("RW") became an indirect wholly-owned
subsidiary of the Company (the "Transaction"). RW is a London-based
international recruitment consultancy operating in 14 cities in ten countries
and specializing in placing accounting, finance, information technology
professionals on a contract, temporary and permanent basis with clients in the
commercial, industrial and finance sectors.
The consideration paid to the RW stockholders in the Transaction consisted
of 6,687,704 shares of the Company's common stock. The purchase price was
determined as a result of direct negotiations with RW. The Transaction will be
accounted for as a pooling-of-interests.
Item 7. Financial Statements and Exhibits
(a) The financial statements for the business acquired by the registrant
were filed as part of the Company's Proxy Statement dated September
25, 1998 which was filed with the Securities & Exchange Commission
(the "SEC") on September 25, 1998 (the "Proxy Statement") and for
which the Proxy Statement is incorporated herein by reference. The
Company's file number with the SEC for periodic reports and proxy
statements filed under the Securities Exchange Act of 1934, as amended
is 0-20971.
(b) The Proxy Statement included the required proforma financial
information, with the interim proforma financial information therein
being as of June 30, 1998 for the proforma balance sheet and the for
six months ended June 30, 1998 as to the interim proforma statement of
income. The proforma information in the Proxy Statement is
incorporated herein by reference. Updated interim proforma financial
information for the Transaction will be provided as of September 30,
1998 with respect to a proforma balance sheet and the nine months
ended September 30, 1998 with respect to a proforma statement of
income, however, it is now impracticable to provide the updated
proforma interim financial information for the Transaction. The
Company will file the required updated proforma interim information
for the Transaction within 60 days of the date this Form 8-K is due.
(c) Exhibits. The following exhibit is filed through incorporation by
reference with this Form 8-K:
2.1 The Merger Agreement, dated as of August 18, 1998 (the
"Agreement") by and among the Company, PSF & C Services
International Holding Company, Inc. and RW was Annex I to the
Company's Proxy Statement filed with the SEC on September 25,
1998 and for which the Agreement is incorporated herein by
reference.
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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.
STAFFMARK, INC.
(Registrant)
Date: December 9, 1998 By: /s/ TERRY C. BELLORA
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Terry C. Bellora
Chief Financial Officer
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