<PAGE>
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 17, 2000
STAFFMARK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-20971 71-0788538
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
234 East Millsap Road
Fayetteville, Arkansas 72703
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (501) 973-6000
<PAGE>
Item 5. Other Information
Attached as an exhibit to this Form 8-K is a copy of the StaffMark, Inc.
press release which was disseminated publicly on May 17, 2000.
(c) Exhbits. The following exhibit is filed with this Form 8-K:
99.2 StaffMark, Inc. Press Release dated May 17, 2000.
<PAGE>
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)
Dated: May 18, 2000 By: /s/ Terry C. Bellora
--------------------
Terry C. Bellora
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
99.2 StaffMark, Inc. Press Release dated May 17, 2000.
<PAGE>
EXHIBIT 99.2
Contacts: Clete T. Brewer, Chairman and Chief
Executive Officer
Terry C. Bellora, Chief Financial Officer
StaffMark, Inc.
(501) 973-6084
Tom Smellie/Cindy Leggett-
Flynn/Lekha Rao
Brunswick Group
(212) 333-3810
Frank Thomas
Stephens Group, Inc.
(501) 377-8127
StaffMark Announces Sale of Commercial Services Division
--------------------------------------------------------
Fayetteville, Arkansas - May 17, 2000 - StaffMark, Inc. (NASDAQ: STAF) (the
"Company") today announced continued progress in its strategy to focus its
resources on its growing e-solutions consultancy, Edgewater Technology Inc. The
Company today entered into an agreement to sell its Commercial Services Division
to Stephens Group, Inc. for approximately $196 million in cash subject to
potential upward or downward adjustment in connection with the closing. The
sale, which is subject to certain conditions precedent to closing, is expected
to close as early as the second quarter of this year. Following the closing,
the Commercial Services Division will have the right to use the StaffMark name
across its 250 offices throughout the U.S. The Company intends to change its
name following the sale of the Commercial Services Division. Proceeds realized
from the consummation of the Commercial Services Division will be used to repay
bank debt.
As previously announced, one of the Company's indirect wholly owned subsidiaries
is pursuing the sale of substantially all of its equity interests in Robert
Walters, the global resource consultancy service, through a public offering on
the London Stock Exchange. It is expected that the offering will occur in the
third quarter of this year, subject to market conditions. Strategic
alternatives for each of the Company's other businesses - IntelliMark, ClinForce
and Strategic Legal Resources - are currently being reviewed that could result
in Edgewater remaining as the primary operating unit of the Company.
Assuming the Commercial Services Division sale precedes the Robert Walters
public offering, a portion of the proceeds from the public offering is expected
to be used to repay the remaining balance of bank debt, and the remainder is
expected to be re-deployed in a manner designed to enhance stockholder value and
the capital position of Edgewater.
Clete Brewer, Chairman and CEO of the Company, said, "The sale of our Commercial
Services Division, the Robert Walters public offering and our strategic focus on
Edgewater are representative of our commitment to increasing stockholder
returns.
"We continue to experience high demand for Edgewater's e-consulting expertise.
By focusing our attention on Edgewater and providing the resources required, we
plan to capitalize on our fast growing e-commerce capabilities, in order to
enable the Company to compete successfully in the rapidly growing Internet
professional services space and it is our goal to eventually trade under the
ticker symbol EDGW on the NASDAQ National Market."
<PAGE>
He continued, "As we concentrate on Edgewater, we plan to structure our Board to
add individuals in the technology and business services industry, as well as
bring in additional top talent to support the sales, marketing and recruiting
engines of Edgewater. As we conclude these transactions, we are also preparing a
corporate restructuring plan to reduce and align our corporate costs to our
remaining operating units."
Credit Suisse First Boston Corporation served as the financial advisor to the
Company for the sale of the Commercial Services Division.
General Information
- -------------------
In 1999, the Commercial Services Division recorded revenues of $608.8 million,
operating income of $35.7 million and EBITDA of $42.7 million before unallocated
corporate costs. As part of the transaction, the Commercial Services Division
will be taking on corporate expenses which relate directly to the Commercial
Services Division. Last year these expenses amounted to approximately $7.5
million. During the first quarter of 2000, the Commercial Services Division
recorded revenues of $154.1 million, operating income of $7.1 million and EBITDA
of $8.9 million before unallocated corporate expenses of approximately $2.2
million.
The Company currently provides human resource and business solutions through six
specialty platforms: StaffMark commercial services and training services;
IntelliMark information technology staffing and solutions; Robert Walters
finance/accounting staffing services; ClinForce clinical trials support
services; Strategic Legal Resources legal and paralegal staffing services; and
Edgewater Technology e-solutions services. The Company has developed
proprietary consulting tools and solutions that form the foundation of its
managed staffing and master vendor services. The Company operates more than 320
offices in 32 states and 14 countries. Find more information at
www.staffmark.com.
Located in Boston's Route 128 technology corridor, Edgewater is an award-winning
e-business and Internet professional services firm. Edgewater applies its e-
strategy, e-solutions and outsourcing services to vertical markets including
retail, e-commerce, financial and asset management and customer relationship
management, or CRM. Edgewater consultants implement mission-critical e-
solutions for clients that range from Internet pure-play dot.coms to long-
established "brick and mortar" companies.
This Press Release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
made with respect to the amount and uses of proceeds from the Commercial
Services Division sale; the anticipated name and trading symbol change for the
Company; the planned disposition of equity interests in the Robert Walters plc
consultancy and estimated proceeds and uses of proceeds from the disposition;
planned e-commerce growth and competitive initiatives for the Company's
Edgewater e-solutions unit; and planned Board changes and corporate cost
restructuring plans. Words such as "will," "intend," "increasing," "pursue,"
"provide," "begin," "should," "focus," "believe," "expect," "continue," and
"plan," or the negative thereof or variations thereon and similar expressions
are intended to identify forward-looking statements. These forward-looking
statements inherently involve certain risks and uncertainties, although they are
based on our current plans or assessments that are believed to be reasonable as
of the date of this Press Release. Factors that may cause actual results, goals,
targets or objectives to differ materially from those contemplated, projected,
forecast, estimated, anticipated, planned or budgeted in such forward-looking
statements include, among others, the following possibilities: (i) an inability
to successfully complete the Commercial Services Division sale transaction or
Robert Walters plc public share offering (in general or on terms acceptable to
the Company); (ii) declines in demand for placement (permanent or temporary) of
staffing or solutions services; (iii) changes in industry trends, such as
changes in the demand for or supply of commercial or professional/information
technology staffing personnel, whether on a temporary or permanent placement
basis; (iv) adverse developments involving debt, equity, currency or technology
market conditions; (v) failure to obtain new customers or retain significant
existing customers; (vi) loss of key executives; and/or (vii) general economic
and business conditions (whether foreign, national, state or local) which
include but are not limited to changes in interest rates. Actual events or
results may differ materially from those discussed, contemplated, forecasted,
estimated, anticipated, planned or
<PAGE>
implied in the forward-looking statements as a result of the various factors
described above and those further set forth under the headings "Management
Discussion and Analysis - Possible Robert Walters Flotation," "- Foreign
Currency Translation" and "- Special Note Regarding Forward Looking Statements"
in the Company's Quarterly Report on Form 10-Q filed with the Securities &
Exchange Commission on May 8, 2000, "Business--Factors Affecting Finances,
Business Prospects and Stock Volatility" in the Company's Form 10-K filed with
the Securities and Exchange Commission on March 20, 2000, and under the heading
"Potential Risks, Detriments and Other Considerations Associated With The
Transaction" in the Company's definitive proxy statement dated September 25,
1998, which was filed with the Securities and Exchange Commission on September
25, 1998.
