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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Date of earliest event reported) August 2, 1999
THE JUDGE GROUP, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania 0-21963 23-1726661
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
Two Bala Plaza, Suite 405, Bala Cynwyd, Pennsylvania 19004
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 610-667-7700
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 August 2, 1999, Judge Imaging Systems, Inc. ("Judge Imaging") sold
substantially all of the assets, subject to certain liabilities, of its
Hartford, Connecticut, Melbourne, Florida, Needham, Massachusetts, and
Moorestown and Edison, New Jersey offices to AOP Morristown Corp. ("AOP
Morristown") pursuant to an Asset Purchase Agreement dated as of August 2, 1999
among Judge Imaging, The Judge Group, Inc. ("Judge Group") and AOP Morristown
(the "Agreement"). The assets sold to AOP Morristown consisted, primarily, of
accounts receivable, supplier and customer contracts, tangible personal
property, prepaid expense, leases, certain intangible assets and goodwill, and
certain deposits in the hands of third parties. The liabilities assumed by AOP
Morristown included accounts payable, certain purchase accruals, certain
employee liabilities, unearned revenues and customer deposits, and all
liabilities arising after August 2, 1999. The purchase price in connection with
the Agreement of $2,223,000, which was paid in cash, was determined through
negotiations. AOP Morristown also agreed to reimburse $507,000.57 to Judge
Imaging not later than September 16, 1999 for certain payments made by Judge
Imaging in connection with the transaction. Automated Office Products of Western
New York, Inc. ("AOP") has guaranteed AOP Morristown's obligation to reimburse
Judge Imaging. This transaction is further described in the press release dated
August 2, 1999, a copy of which has been filed as an exhibit to this report.
The principals of AOP Morristown were employees of Judge Imaging from
June 1998 to June 1999. In addition, corporations owned by the principals of AOP
Morristown previously purchased substantially all of the assets, subject to
certain liabilities, of the Seattle, Washington and Buffalo, New York offices of
Judge Imaging. The purchase price in connection with the Seattle, Washington
office was $45,000, which was determined through negotiations and paid in cash.
The consideration in connection with the Buffalo transaction, which was
determined through negotiations, was the release of all claims of AOP against
Judge Imaging and Judge Group.
Item 7. Financial Statements and Exhibits
Exhibits
Exhibit 99.1 Press Release dated August 2, 1999.
Exhibit 99.2 Registrant's report on Form 10-Q (incorporated herein by
reference from the Registrant's Form 10-Q filed with the
Securities and Exchange Commission on August 16, 1999).
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.
THE JUDGE GROUP, INC.
By: /s/ Martin E. Judge, Jr.
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Martin E. Judge, Jr.
Chief Executive Officer
Date: August 16, 1999
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Exhibit 99.1
The Judge Group, Inc. Announces Sale and Discontinuation of
Information Management Solutions ("IMS") Business
Bala Cynwyd, PA - August 2, 1999 - The Judge Group, Inc. (the "Company")
(NASDAQ: JUDG) today announced that its Board of Directors had approved a plan
for discontinued operations of Judge Imaging Systems, Inc., its Information
Management Solutions business, effective June 30, 1999. The Judge Group
additionally announced that it recently sold the assets of its Seattle,
Washington office and closed a deal today in which it sold the assets of its
Hartford, Connecticut; Needham, Massachusetts; Melbourne, Florida; and
Moorestown and Edison, New Jersey locations, effective June 30. The Information
Management Solutions business has one remaining location, Irvine, California,
which the Company announced it is in negotiations to divest shortly.
According to Martin E. Judge, Jr., Chief Executive Officer of the Judge Group,
"We are pleased to announce the disposition of the Information Management
Solutions business. We are aware of our duty to the shareholders. We believe
that going forward our ability to focus on our core business will maximize
shareholder value." Judge further stated, "Although this sale will cause the
Company to incur one-time losses from the discontinued operations and a
significant write-off of goodwill pursuant to the disposal of the Information
Management Solutions business, we believe that this sale will help us focus our
resources and increase profitability in the Company going forward."
The Judge Group, Inc. services the information technology ("IT") and engineering
needs of its clients through the IT staffing and training divisions.
This news release is being made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Certain matters contained in
this news release may constitute forward-looking statements. Any one, or all, of
the following factors could cause actual financial results to differ materially
from those financial results mentioned in the forward-looking statements:
unavailability of qualified technical consultants; to engage its growth and to
respond to technological developments; industry competition factors and other
risks identified in filings with the Securities and Exchange Commission.
For further information on The Judge Group, Inc., contact
Robert Alessandrini at 610-667-7700,
or e-mail the company at [email protected]
