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_____________________________________
U.S. 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): March 31, 1998
ACSYS, INC.
(Exact name of Registrant as specified in charter)
Georgia 000-23711 58-229917
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
ACSYS, INC.,
2000 Pennsylvania Avenue, N.W.,
Suite 7650,Washington, D.C. 20006
(Address of principal executive offices) (Zip Code)
(202) 872-0303
(Registrant's Telephone Number, including Area Code)
N/A
---------------------------------------------------
(Former name or former address, if changed since last report)
_____________________________________
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ITEM 5. OTHER EVENTS.
On April 1, 1998, Acsys, Inc. (the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement"), which provides, among other things, for
the acquisition of ICON Search and Consulting, Inc. in a stock-for-stock merger
transaction (the "Merger"), which the parties intend to qualify as a "pooling of
interests" for accounting purposes and to qualify as a tax-free reorganization.
Under terms of the Merger Agreement, ICON shareholders will receive shares of
the Company's common stock for all the equity interest of ICON. The number of
the Company's shares to be issued is subject to adjustment based upon the
average closing price of the Company's stock during a 15-trading day measuring
period ending before closing. Under certain circumstances, either the Company
or ICON may terminate the transaction. The transaction is expected to close
during the second calendar quarter of 1998. The transaction is subject to the
approval of the Company's shareholders and certain other conditions.
On March 31, 1998, the Company entered into an Agreement and Plan of Merger
pursuant to which it acquired TGS Resource Group, Inc. d/b/a Don Richard
Associates of Richmond (the "Don Richard Merger"). Terms of the transaction
were not disclosed.
A copy of the press releases relating to the above transactions are being
filed as Exhibits 99.1 and 99.2 to this report and are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated April 1, 1998 relating to the ICON Merger.
99.2 Press Release dated March 31, 1998 relating to the Don Richard
Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ACSYS, INC.
By: /s/ Timothy Mann, Jr.
--------------------------
Timothy Mann, Jr.
Chief Executive Officer
Date: April 8, 1998
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Exhibit Index
99.1 Press Release dated April, 1, 1998 relating to the ICON Merger.
99.2 Press Release dated March 31, 1998 relating to the Don Richard
Merger.
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Exhibit 99.1
Wednesday April 1, 7:34 am Eastern Time
Company Press Release
Acsys, Inc. Signs Definitive Agreement to Acquire ICON Search and Consulting,
Inc.
WASHINGTON--(BUSINESS WIRE)--April 1, 1998--Acsys, Inc. (Nasdaq/NM:ACSY - news),
a leading provider of specialty professional staffing services, today announced
that it has signed a definitive agreement to acquire ICON Search and Consulting,
Inc., an Atlanta-based information technology staffing company, in a stock-for-
stock merger transaction, which the parties intend to qualify as a "pooling of
interests" for accounting purposes and to qualify as a tax-free reorganization.
Under terms of the agreement, ICON shareholders will receive shares of Acsys
common stock for all the equity interest of ICON. The number of Acsys shares to
be issued is subject to adjustment based upon the average closing price of Acsys
stock during a 15-trading day measuring period ending before closing. If Acsys's
average closing price is between $11.87 and $19.76 for the measuring period,
Acsys will issue an aggregate of 2,859,843 shares. If the average closing price
is below $11.87, Acsys will issue shares having an aggregate market value of
$33,946,336, subject to a maximum of 3,394,634 shares. If the average closing
price is above $19.76, Acsys will issue shares having an aggregate market value
of $56,510,498, subject to a minimum of 2,612,598 shares. If the average closing
price of Acsys stock for the measuring period is less than $10.00, ICON may
terminate the transaction; and if the average closing price is above $21.63,
Acsys may terminate the transaction, subject to the right of the ICON
shareholders to accept fewer shares than the minimum and avoid termination.
The transaction is expected to close during the second calendar quarter of 1998.
The transaction is subject to the approval of Acsys's shareholders and certain
other conditions. The transaction is expected to be accretive to earnings.
Operating from one Atlanta, Georgia, office, ICON had 1997 revenues in excess of
$20 million, based on unaudited results. ICON provides IT staffing solutions in
a variety of disciplines including SAP and PeopleSoft. Robert Bailey, currently
President of ICON, will become the Division President of Information Technology;
Steve Sutton, currently Vice President of ICON, will join Acsys as Chief
Operating Officer of the Information Technology Division; and Robert Kwatnez,
currently Vice President of ICON, will join the Acsys Board of Directors
following the closing of the merger.
Timothy Mann, Jr., chief executive officer of Acsys, said, "The acquisition of
ICON Search and Consulting marks our entry into the high-growth information
technology staffing service sector and is a natural extension of our existing
specialty professional temporary staffing and permanent placement services in
the Atlanta market. This acquisition is both operationally and geographically
synergistic with our existing Atlanta business. ICON brings experienced
management as well as a proven growth track record to our company. We see a
number of cross-selling opportunities with our existing business and will use
ICON as a platform from which to expand our information technology staffing
services.
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"This is our second acquisition since completing our initial public offering,
and we are extremely optimistic about the acquisition pipeline. Our focus
remains on specialty professional staffing companies that have a leading
position in new markets or that are operationally and geographically synergistic
with our existing business."
Acsys, Inc. is one of the leading accounting and finance temporary staffing and
permanent placement firms in the U.S. Acsys currently operates 18 offices
serving the Atlanta, Charlotte, Central New Jersey, Philadelphia, Tampa,
Orlando, Washington, D.C. and Richmond, Virginia, metropolitan markets.
Information contained in this press release, other than historical information,
should be considered forward-looking in nature and is subject to various risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the operating
results, performance or financial condition are the Company's ability to achieve
and manage growth; the Company's ability to successfully identify suitable
acquisition candidates, complete acquisitions or integrate the acquired business
into its operations; the Company's ability to attract and retain qualified
personnel; the Company's ability to develop new services; and other factors
discussed in Acsys's filings with the Securities and Exchange Commission.
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Contact:
Acsys Inc., Washington D.C.
Timothy Mann Jr., 770/395-0014 x 127
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Exhibit 99.2
Tuesday March 31, 7:34 pm Eastern Time
Company Press Release
Acsys, Inc. Acquires Don Richard Associates of Richmond
Marks Entry Into Strong Richmond, Virginia Market
WASHINGTON--(BUSINESS WIRE)--March 31, 1998--Acsys, Inc. (Nasdaq/NM:ACSY -
news), a leading provider of specialty professional staffing services primarily
in the accounting and finance fields, today announced that it has acquired TGS
Resource Group, Inc. d/b/a Don Richard Associates of Richmond, a leading
accounting and finance staffing firm located in Richmond, Virginia. Thomas
Visotsky, president of Don Richard Associates of Richmond will remain with the
Company as the Hub-Center Division President for the Richmond market. Terms of
the transaction were not disclosed.
Don Richard Associates of Richmond operates one office and had 1997 revenues in
excess of $1.5 million, based on unaudited results.
Timothy Mann, Jr., chief executive officer of Acsys, said, "The acquisition of
Don Richard Associates of Richmond is the next step in our continued
consolidation of the specialty professional staffing sector. We are extremely
fortunate to add a person of Tom's quality to our management team. He brings 24
years of accounting and staffing services experience and is the current
president of the Virginia Society of CPAs.
"This is our first acquisition since completing our initial public offering in
February and we are extremely optimistic about our acquisition pipeline. Our
focus remains on specialty professional staffing companies that have a leading
position in new markets or that are operationally and geographically synergistic
with our existing business."
Acsys, Inc. is one of the leading accounting and finance temporary staffing and
permanent placement firms in the U.S. Including Don Richard Associates of
Richmond, the Company operates 17 offices serving the Atlanta; Charlotte, North
Carolina; Central New Jersey; Philadelphia; Tampa and Orlando, Florida;
Washington, D.C. and Richmond metropolitan markets.
Information contained in this press release, other than historical information,
should be considered forward-looking in nature and is subject to various risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the operating
results, performance or financial condition are the Company's ability to achieve
and manage growth; the Company's ability to successfully identify suitable
acquisition candidates, complete acquisitions or integrate the acquired business
into its operations; the Company's ability to attract and retain qualified
personnel; the Company's ability to develop new services; and other factors
discussed in Acsys's filings with the Securities and Exchange Commission.
- ---------------------------------------------------
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Contact:
Acsys Inc., Washington D.C.
Timothy Mann Jr., 770/395-0014 x127
