SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JANUARY 3, 2000
DATE OF EARLIEST EVENT REPORTED: DECEMBER 21, 1999
COMMISSION FILE NUMBER 0-28840
IMRGLOBAL CORP.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-2911475
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
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(Address of Principal Executive Offices and Zip Code)
(727) 467-8000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address,
if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 21, 1999 we issued a press release announcing that in
order to re-deploy financial resources for exploiting our expanding
eBusiness practice, we will make reductions in personnel and capital
investments at our global delivery centers ("GDCs"), retrain a portion
of our personnel in newer technology capabilities, and discontinue
investment in certain mainframe applications software. Based on the
above initiatives, our Board of Directors has approved a restructuring
plan, which we expect will result in non-recurring net-of-tax charges
of approximately $11 to $13 million in the quarter ending December 31,
1999. These charges are associated with the write-down of long-lived
assets in our UK GDCs, retraining and severance costs, the write-down
of specific mainframe software and hardware and miscellaneous
restructuring costs.
In addition, on October 25, 1999, we executed an amendment to our
acquisition agreement with Fusion System Japan Co. Ltd. This event was
described in Form 8-K filed on November 4, 1999. This amendment
provided for the cash payment of approximately $22.4 million in
exchange for approximately 1.5 million shares of IMRglobal issued in
the original acquisition agreement. This cash price represented a
restructuring of the Fusion merger from an all stock transaction to a
combination of cash (39%) and stock (61%). This transaction will be
recorded as a treasury stock transaction and will result in an
additional one-time charge of approximately $9 million in the quarter
ending December 31, 1999.
Except for historical information, some matters discussed in this Form
8-K constitute 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. We note that a
variety of risk factors could cause our actual results and experience
to differ materially from the anticipated results or other
expectations expressed in our forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
None
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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 thereunto duly authorized.
IMRGLOBAL CORP.
Date JANUARY 3, 2000 /s/ SATISH K. SANAN
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Satish K. Sanan
Chief Executive Officer
Date JANUARY 3, 2000 /s/ ROBERT M. MOLSICK
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Robert M. Molsick
Chief Financial Officer
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