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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 1998
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ACSYS, INC.
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(Exact name of registrant
as specified in its charter)
Georgia 000-23711 58-2299173
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation
2000 Pennsylvania Avenue, Suite 7650 Washington, DC 20006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 872-0303
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N/A
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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 May 22, 1998, Acsys, Inc. (the "Company") acquired all of the interest
in ICON Search and Consulting, Inc. ("ICON") in a stock-for-stock merger
transaction which qualified as a "pooling of interests" for accounting purposes
and qualified as a tax-free reorganization. Under the terms of the Agreement
and Plan of Merger by and among the Company, ICON and the Shareholders of ICON,
dated March 31, 1998 (the "Merger Agreement"), ICON shareholders received
2,859,845 shares of the common stock of the Company in exchange for all of the
equity interest in ICON. The number of shares of the Company's stock issued to
each ICON shareholder was based upon an exchange ratio included in the Merger
Agreement and upon the average closing price of the Company's stock during a 15-
trading-day measuring period ending before the closing.
A copy of the Merger Agreement was provided as Exhibit 2.6 to the Company's
quarterly report on form 10-Q filed on May 15, 1998 and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to
provide the required financial statements for the business acquired by the
registrant. The registrant will file the required financial statements for such
acquired business within 60 days of the date that this Form 8-K is due.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable
(c) EXHIBITS.
99.1 Press Release dated May 13, 1998
99.2 Press Release dated May 22, 1998
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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.
ACSYS, INC.
BY: /s/ Timothy Mann Jr.
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Timothy Mann, Jr.
Chief Executive Officer
Dated: 6/4/98
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Page
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<S> <C> <C>
99.1 Press Release dated May 13, 1998................................... 6
99.2 Press Release dated May 22, 1998................................... 9
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EXHIBIT 99.1
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[LETTERHEAD OF ACSYS APPEARS HERE}
FOR IMMEDIATE RELEASE
Contact: Timothy Mann, Jr.
Chief Executive Officer
(770) 395-0014 x 127
ACSYS, INC. EXPECTS TO COMPLETE ACQUISITION
OF ICON SEARCH & CONSULTING IN MAY
WASHINGTON. D.C. (May 13, 1998) - Acsys, Inc. (Nasdaq/NM:ACSY), a leading
provider of specialty professional staffing services, today announced that the
pending acquisition of ICON Search & Consulting, Inc., an Atlanta-based
information technology staffing company, is expected to be completed in May.
In a letter to shareholders mailed on May 12, 1998, the Company explained
that a shareholder vote on the acquisition will not be required. If a
shareholder vote were required, the transaction would be approved if a majority
of the shares outstanding voted in favor of the acquisition. Acsys's directors
an majority shareholders holding approximately 53% of Acsys's outstanding common
stock have represented to The Nasdaq Stock Market that they would vote in favor
of the issuance of shares in the acquisition. Accordingly, the affirmative
outcome of a shareholder vote on the share issuance would be a certainty. As a
result, The Nasdaq Stock Market will not require a special shareholder vote and,
unless a material controversy with regard to the acquisition arises within 10
days from the mailing of the shareholder notice, the transaction will be
completed during May.
On April 1, Acsys announced a definitive agreement to acquire ICON, in a
stock-for-stock merger transaction, which will be accounting for as a "pooling
of interests" and will qualify as a tax-free reorganization. ICON, which
provides IT staffing solutions in a variety of disciplines including SAP and
PeopleSoft, had 1997 revenues in excess of approximately $20 million, based on
unaudited results. Following the closing of the merger, Robert Kwatnez,
currently Vice President of ICON, will join the Acsys Board of Directors; Robert
Bailey, currently President of ICON, will become Acsys's
-MORE-
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ACSY to Complete Acquisition
of ICON Search & Consulting
Page 2
May 13, 1998
Division President of Information Technology; and Steve Sutton, currently Vice
President of ICON, will join Acsys as Chief Operating Officer of the Information
Technology Division.
According to Timothy Mann, Jr., chief executive officer of Acsys, "ICON
provides Acsys with 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."
Acsys, Inc. is one of the leading specialty professional 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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EXHIBIT 99.2
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[LETTERHEAD OF ACSYS APPEARS HERE]
FOR IMMEDIATE RELEASE
Contact: Timothy Mann, Jr.
Chief Executive Officer
(770) 395-0014 x 127
ACSYS, INC. COMPLETES ACQUISITION OF
ICON SEARCH AND CONSULTING, INC.
WASHINGTON, D.C. (May 22,1998)-Acsys, Inc. (Nasdaq/NM:ACSY), a leading
provider of specialty professional staffing services, today announced that the
pending acquisition of ICON Search and Consulting, Inc., an Atlanta-based
information technology staffing company, closed today: Under terms of the
agreement, ICON shareholders received 2,859,845 shares of Acsys common stock for
all of the equity interest of ICON.
Timothy Mann Jr., chief executive officer of Acsys, said, "The
acquisition of ICON Search and Consulting is a progressive expansion into the
information technology sector of the professional temporary staffing business.
The acquisition provides cross-selling opportunities with our existing Atlanta
accounting and finance business. The ICON management team brings with them a
proven formula for successful growth."
Acsys, Inc. is one of the leading specialty professional 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 or 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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