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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): August 31, 2000
TMP Worldwide Inc.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-21571 13-3906555
(Commission File Number) (IRS Employer Identification No.)
622 Third Avenue
New York, NY 10017
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 351-7000
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ITEM 2. ACQUISITION OF ASSETS.
1. On August 31, 2000, pursuant to the terms of an Agreement and Plan
of Merger, by and among TMP Worldwide Inc. ("TMP"), Rich, Gardner &
Associates, Ltd., a Georgia corporation ("Rich, Gardner & Associates"), Fred
Rich and Furman Gardner, Rich, Gardner & Associates was merged into TMP. In
the merger, TMP issued an aggregate of 43,535 shares of TMP's common stock,
$.001 par value per share, to Fred Rich and Furman Gardner, the former
shareholders of Rich, Gardner & Associates. The aggregate consideration was
determined by dividing $3,300,000 by $75.802, the average of the closing sale
prices of TMP's common stock on the Nasdaq National Market for the 30-trading
day period ended August 11, 2000. Rich, Gardner & Associates is in the
recruitment advertising business.
2. On August 31, 2000, pursuant to the terms of a Stock Purchase
Agreement, by and among TMP, Stratascape, Inc., a California corporation
("Stratascape"), and the shareholders of Stratascape listed on SCHEDULE A
thereto (the "Stratascape Shareholders"), TMP acquired from the Stratascape
Shareholders all of the issued and outstanding capital stock of Stratascape for
aggregate consideration of 311,978 shares of TMP's common stock, $.001 par value
per share. The aggregate consideration was determined by dividing $24,000,000 by
$76.92865, the average of the closing sale prices of TMP's common stock on the
Nasdaq National Market for the 30-trading day period ended August 25, 2000.
Stratascape provides services and products relating to human capital management,
including finding, assessing and selecting individuals to fill permanent and
temporary positions.
3. On September 4, 2000, TMP acquired from the shareholders of QD Group
Limited ("QD Group") all of the issued and outstanding share capital of QD
Group for aggregate consideration of (A) 10,776,940.33 British Pounds
Sterling, paid from TMP's cash on hand, (B) 475,853 shares of TMP's common
stock, $.001 par value per share, and (C) unsecured loan notes issued by TMP
in the aggregate principal amount of 8,220,228 British Pounds Sterling. The
aggregate consideration resulted from TMP's offer to acquire from the
shareholders of QD Group each outstanding share of capital stock of QD Group
in consideration for 21.62 British Pounds Sterling in cash and 0.5416 shares
of TMP's common stock. Shareholders of QD Group also received the option to
receive unsecured loan notes in lieu of cash. QD Group provides recruitment
and other consultancy, conferencing and publishing services primarily in the
legal market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Rich, Gardner & Associates, Ltd.,
Stratascape, Inc. and QD Group Limited.
The financial statements required by this Item are not included
herein but will be filed by amendment not later than 60 days after
the date that this report must be filed.
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(b) Pro Forma Financial Information.
The financial statements required by this Item are not included
herein but will be filed by amendment not later than 60 days after
the date that this report must be filed.
(c) Exhibits
2.1. Agreement and Plan of Merger, dated as of August 31, 2000, by and
among TMP Worldwide Inc., Rich, Gardner & Associates, Ltd., Fred
Rich and Furman Gardner.
2.2. Stock Purchase Agreement, dated as of August 31, 2000, by and among
TMP Worldwide Inc., Stratascape, Inc. and the shareholders of
Stratascape, Inc. listed on SCHEDULE A thereto.
2.3. Warranty and Indemnity Agreement, dated July 18, 2000, relating to
the entire issued share capital of QD Group Limited, between Gareth
David Quarry and TMP Worldwide Inc.*
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* Incorporated by reference to Exhibits to the Registration Statement on
Form S-1 (Registration No. 333-41996).
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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.
TMP WORLDWIDE INC.
(Registrant)
By: /S/ Bart Catalane
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Bart Catalane
Chief Financial Officer
Dated: September 14, 2000
