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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): July 24, 1998
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 62-1742957
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One Kendall Square, Building 200
Cambridge, Massachusetts 02139
AND
209 Tenth Avenue South, Suite 300
Nashville, Tennessee 37203-4173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 577-8020 and (615) 256-9915
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
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Effective July 24, 1998, Bright Horizons Family Solutions, Inc., a
Delaware corporation ("BFAM"), consummated the transactions contemplated by the
Amended and Restated Agreement and Plan of Merger dated June 17, 1998 (the
"Merger Agreement") by and among BFAM, CorporateFamily Solutions, Inc., a
Tennessee corporation ("CFAM"), Bright Horizons, Inc., a Delaware corporation
("BRHZ"), CFAM Acquisition, Inc., a Tennessee corporation and wholly owned
subsidiary of BFAM ("Merger Sub A"), and BRHZ Acquisition, Inc., a Delaware
corporation and wholly owned subsidiary of BFAM ("Merger Sub B"). The Merger
Agreement and the transactions contemplated thereby were approved and adopted at
the respective special meetings of the stockholders of BRHZ and CFAM on July 24,
1998.
Pursuant to the Merger Agreement, (1) Merger Sub A was merged with and
into CFAM (the "CFAM Merger"), with CFAM being the surviving corporation, and
(2) Merger Sub B was merged with and into BRHZ (the "BRHZ Merger"), with BRHZ
being the surviving corporation (the CFAM Merger together with the BRHZ Merger,
the "Merger"). In the Merger, (1) each outstanding share of CFAM common stock,
no par value per share ("CFAM Common Stock"), was converted into one share of
BFAM common stock, $0.01 par value per share ("BFAM Common Stock"), (2) each
outstanding share of BRHZ common stock, $0.01 par value per share ("BRHZ Common
Stock"), was converted into 1.15022 shares of BFAM Common Stock, and (3) each
outstanding option to purchase shares of CFAM Common Stock or BRHZ Common Stock
was converted into the right to acquire, on the same terms and conditions
(subject to adjustment of the options to purchase shares of BRHZ Common Stock
pursuant to the exchange ratio), shares of BFAM Common Stock.
As a result of the Merger, CFAM and BRHZ have become wholly owned
subsidiaries of BFAM. The CFAM Common Stock, previously traded on The Nasdaq
National Market under the symbol "CFAM," and the BRHZ Common Stock, previously
traded on The Nasdaq National Market under the symbol "BRHZ," are no longer
traded on The Nasdaq National Market or on any other exchange. With the
completion of the Merger, the BFAM Common Stock issued to BRHZ's stockholders
and CFAM's shareholders is deemed to be registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to
Rule 12g-3(c) of the Securities and Exchange Commission. The BFAM Common Stock
is traded on The Nasdaq National Market under the symbol "BFAM."
A copy of the press release announcing the completion of the Merger is
attached hereto as Exhibit 99.1.
Item 5. Other Events
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A description of the BFAM Common Stock is set forth under the caption
"Description of Bright Horizons Family Solutions Capital Stock" in the Joint
Proxy Statement/Prospectus
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contained in the Registration Statement on Form S-4 filed with the Securities
and Exchange Commission on June 17, 1998 (Registration No. 333-57035) and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) The following audited financial statements required to be filed pursuant to
this paragraph will be filed in an amendment to this Current Report on Form 8-K,
and (as designated) the following unaudited financial statements will be filed
in the Quarterly Report on Form 10-Q for the period ended June 30, 1998. The
amendment to this Current Report on Form 8-K shall be filed not later than 60
days after the date that this Current Report on Form 8-K must be filed.
(1) Historical restated audited pooled financial statements (to be
filed as an amendment to this Current Report on Form 8-K):
- Report of Independent Auditors
- Consolidated Balance Sheets at December 31, 1997 and
1996
- Consolidated Statements of Operations for the fiscal
years ended December 31, 1997, 1996 and 1995
- Consolidated Statements of Shareholders' Equity for
the fiscal years ended December 31, 1997, 1996 and
1995
- Consolidated Statements of Cash Flows for the fiscal
years ended December 31, 1997, 1996 and 1995
- Notes to Consolidated Financial Statements
- Schedules - as applicable
(2) Unaudited financial statements of BFAM (to be filed in a
Quarterly Report on Form 10-Q):
- Consolidated Balance Sheets at June 30, 1998 and
December 31, 1997
- Consolidated Statements of Operations for the three
months and six months ended June 30, 1998
- Consolidated Statements of Cash Flows for the three
months and six months ended June 30, 1998
- Notes to Consolidated Financial Statements.
(b) The pro forma financial information is incorporated by reference from the
"Bright Horizons Family Solutions Unaudited Pro Forma Combined Financial
Information" contained in the Registration Statement on Form S-4 (File No.
333-57035) declared effective on June 19, 1998.
(c) Exhibits. See Exhibit Index.
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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.
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
Date: July 28, 1998 By: /s/ Michael E. Hogrefe
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Michael E. Hogrefe
Chief Financial Officer
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EXHIBIT INDEX
2.1 Amended and Restated Agreement and Plan of Merger dated as of June 17,
1998, ("Merger Agreement") by and among Bright Horizons Family
Solutions, Inc., CorporateFamily Solutions, Inc., Bright Horizons,
Inc., CFAM Acquisition, Inc., and BRHZ Acquisition, Inc. (Incorporated
by Reference to Exhibit 2.1 of the Registration Statement on Form S-4
filed on June 17, 1998 (Registration No. 333-57035)).
4.1 Article IV of Bright Horizons Family Solutions, Inc.'s Certificate of
Incorporation (Incorporated by Reference to Exhibit 3.1 of the
Registration Statement on Form S-4 filed on June 17, 1998 (Registration
No. 333-57035)).
4.2 Article IV of Bright Horizons Family Solutions, Inc.'s Bylaws
(Incorporated by Reference to Exhibit 3.2 of the Registration Statement
on Form S-4 filed on June 17, 1998 (Registration No. 333-57035)).
4.3 Specimen Common Stock Certificate.
99.1 Press Release dated July 27, 1998, announcing the completion of the
Merger.
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EXHIBIT 4.3
[LOGO OF BRIGHT HORIZONS FAMILY SOLUTIONS APPEARS HERE]
BRIGHT HORIZONS
FAMILY SOLUTIONS
COMMON STOCK COMMON STOCK
NUMBER SHARES
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BHF
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INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 109195 10 7
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THIS CERTIFIES THAT
IS THE OWNER OF
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF ONE CENT
($.01) PER SHARE OF
BRIGHT HORIZONS FAMILY SOLUTIONS, INC., transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to the laws of the State
of Delaware and the Certificate of Incorporation and By-laws of the Corporation,
as the same may be from time to time amended, to all of which the holder by
acceptance hereof assents. This certificate is not valid unless countersigned by
the Transfer Agent and Registered by the Registrar.
WITNESS the facsimile signatures of
the Corporation's duly authorized officers.
Dated:
COUNTER SIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
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TRANSFER AGENT AND REGISTRAR
BY:
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AUTHORIZED SIGNATURE
STEPHEN I. DREIER MARGUERITE W. SALLEE ROGER H. BROWN
SECRETARY CHIEF EXECUTIVE OFFICER PRESIDENT
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BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
The Corporation has more than one class of stock authorized to be issued. The
Corporation will furnish without charge to each stockholder upon request a copy
of the full text of the powers, designations, preferences and relative,
participating, optional or other rights of the shares of each class of stock
(and any series thereof) authorized to be issued by the Corporation and the
qualifications, limitations or restrictions of such preferences and/or rights,
all as set forth in the Certificate of Incorporation and amendments thereto
filed with the Secretary of State of the State of Delaware.
The following abbreviations, when used in the inscription on the face
of the certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF GIFT MIN ACT - __________________________ UNIF TRF MIN ACT - ________
TEN ENT - as tenants by the entireties (Cust) (Cust)
JT TEN - as joint tenants with right Custodian Custodian (until age __) _______
of survivorship and not ____________________________________ (Minor)
as tenants in common (Minor) Under Uniform Transfers
to Minors Act __________
under Uniform Gifts to Minors Act (State)
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(State)
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Additional abbreviations may also be used though not in the above list
FOR VALUE RECEIVED, ___________________________ hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE (...)
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Shares
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of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney
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to transfer the said stock on the books of the within-named Corporation with the
full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE, IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature (s) Guaranteed;
By
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THE SIGNATURE (S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17AD-15.
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EXHIBIT 99.1
MEDIA CONTACTS:
Nancy Rosenzweig: 617-577-8020
Diane Huggins: 615-256-9915
INVESTOR CONTACT:
Mike Hogrefe: 615-256-9915
BRIGHT HORIZONS, CORPORATEFAMILY SOLUTIONS COMPLETE
MERGER, CREATE NATION'S LEADING WORKLIFE COMPANY
Boston, Mass. and Nashville, Tenn., July 27, 1998 - Bright Horizons
(Nasdaq/NM:BRHZ) and CorporateFamily Solutions (Nasdaq/NM:CFAM) have completed
their previously-announced merger and created Bright Horizons Family Solutions,
Inc. (Nasdaq/NM:BFAM), the nation's largest provider of employer-sponsored child
care.
In the stock-for-stock transaction, Bright Horizons' shareholders will
exchange each of their shares for 1.15022 shares of the new company;
CorporateFamily Solutions' shareholders will exchange each of their shares for
one share of the new company. The transaction is accounted for as a pooling of
interests.
Bright Horizons Family Solutions provides workplace services for
employers and families, including child care, early education and strategic
worklife consulting. The newly combined company manages 262 Family Centers, has
approximately 8,700 employees and serves more than 31,000 families in 35 states
and the District of Columbia.
The company has partnerships with many of the nation's leading
employers, including 68 Fortune 500 companies. Working Mother's 1997 list of the
"100 Best Companies for Working Mothers" includes 40 clients of Bright Horizons
Family Solutions. Examples of some of the unique solutions the company has
developed for employers and families include 24-hour child care for multiple
shifts at Toyota Motor Manufacturing's Kentucky plant, traveling child care for
children of the professionals in the PGA TOUR and child care on the set of a
national network television talk show.
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"Our vision is to build a better world by helping children, families
and employers work together to be their very best," said Linda Mason, chairman
of Bright Horizons Family Solutions. In addition to providing the highest
quality child care, early education and worklife programs in the nation, our new
company also seeks to encourage a new national consciousness about the
importance of supporting employees and their families."
In addition to Mason, the new board of directors includes Marguerite
Sallee, chief executive officer of Bright Horizons Family Solutions, Inc.; Roger
Brown, president of Bright Horizons Family Solutions, Inc; Joshua Bekenstein,
managing director of Bain Capital, Inc.; JoAnne Brandes, vice president and
general counsel of S.C. Johnson Commercial Markets; William H. Donaldson,
founding partner of Donaldson, Lufkin & Jenrette, Inc.; E. Townes Duncan,
president of Solidus, LLC; Fred K. Foulkes, director of the Human Resources
Policy Institute for the School of Management at Boston University; Sara
Lawrence-Lightfoot, professor of education at Harvard University; Robert D.
Lurie, former chairman of CorporateFamily Solutions; and R. Brad Martin,
chairman and chief executive officer of Proffitt's, Inc.
"Bright Horizons Family Solutions is well-positioned to take advantage
of the growing employer understanding of the benefits of family-friendly work
environments. Employers are finding their investments in worklife programs help
employees thrive in both their professional and personal lives and result in
higher employee retention and improved corporate performance," Sallee said.
Brown said, "Many influences, such as the increasing number of parents
in the workplace and the continuing discovery of the importance of a child's
early years, make our work extremely timely. We are particularly committed to
being sure teachers of young children are respected and honored for the critical
role they play."
In addition to high quality child care and education, Bright Horizons
Family Solutions differentiates itself in the marketplace by providing strategic
worklife consulting services that help management teams address a wide array of
worklife issues, from flexible work arrangements to culture change. Dr. Dana
Friedman, one of the founders of the Families and Work Institute and most
recently a senior vice president at CorporateFamily Solutions, leads the new
company's consulting group.
For the calendar year ended Dec. 31, 1997, on a pro forma basis, Bright
Horizons Family Solutions had revenues of $172.6 million, operating income of
$5.0 million and net income before preferred stock dividends of $2.8 million on
a pro forma basis.
This news release contains forward-looking statements, which involve a
number of risks and uncertainties. Bright Horizons Family Solutions' actual
results may vary significantly from the results anticipated in these
forward-looking statements as a result of factors that are discussed in Bright
Horizons Family Solutions' Registration Statement on Form S-4 dated June 17,
1998.
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CONTACTS: Nancy Rosenzweig: 617-577-8020
Diane Huggins: 615-256-9915
BRIGHT HORIZONS FAMILY SOLUTIONS
MEDIA FACT SHEET
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YEAR FOUNDED: 1998 in a merger of Bright Horizons (founded 1986) and CorporateFamily Solutions
(founded 1987)
PRINCIPAL OFFICES: Boston, Mass. and Nashville, Tenn.
EXECUTIVE MANAGEMENT: Linda Mason Marguerite Sallee Roger Brown
Chairman CEO President
CORE SERVICES: Employer-sponsored child care
Early education and enrichment programs
Strategic worklife consulting
FAMILY CENTERS IN OPERATION: 262 for more than 200 employers as of June 30, 1998
GEOGRAPHIC PROFILE: 35 states and the District of Columbia
REPRESENTATIVE CLIENTS: Allied Signal Mattel
Allstate MBNA America Bank
AT&T Merck & Co.
Bayer Motorola
Beth Israel Deaconess NationsBank
Boeing Northwestern Memorial
Bristol-Myers Squibb Pfizer
Campbell Soup PGA TOUR
Chase Manhattan SAS Institute
Citicorp Saturn
Columbia/HCA S.C. Johnson & Son
DuPont Time Warner
Eli Lilly and Company Turner Broadcasting
First Union UBS (formerly Swiss Bank)
Glaxo Wellcome United Nations
Hewlett Packard Universal Studios
Household International UNUM
J.C. Penney USAA
Johnson & Johnson Warner Brothers
Lincoln National Xerox
Marriott International
NUMBER OF
FORTUNE 500 CLIENTS: 68
NUMBER OF WORKING
MOTHER "100 BEST COMPANIES"
CLIENTS: 40
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NUMBER OF EMPLOYEES: 8,700
FAMILIES SERVED: 31,000
AWARDS/RECOGNITION: Bright Horizons Inc. named one of Fortune magazine's "100 Best Companies to Work For
in America" (1998)
Linda Mason recognized by Redbook magazine in the "Mothers and Shakers" awards, celebrating
women who have worked passionately to improve the quality of child care in America (1998)
Marguerite Sallee named Health Care/Family Services Entrepreneur of the Year by Ernst
& Young/USA Today in its annual awards for the Southeastern U.S. (1998)
Bright Horizons Inc. received the Ron Brown Presidential Award for Corporate
Citizenship for its work in founding The Horizons Initiative (1998)
Bright Horizons Inc. named among the "Best Entrepreneurs" by BusinessWeek (1997)
Roger Brown honored by Working Mother as one of the "25 Friends of the Family," recognizing men
who have made it easier for working parents to raise and nurture children (1997)
CorporateFamily Solutions named to the Inc. 500, a ranking of the fastest growing
privately-held companies in the U.S. (1992, 1993, 1994 and 1995)
Linda Mason and Roger Brown named Entrepreneur of the Year by Ernst & Young/USA Today (1996)
Marguerite Sallee honored with the Free Enterprise Award from Junior Achievement (1996)
CorporateFamily Solutions received the YWCA Corporate Award for Leadership on behalf
of women in the workplace (1994)
1997 REVENUES: $172.6 million at Dec. 31, 1997 on a pro forma basis
1997 NET INCOME: $2.8 million before preferred stock dividends at Dec. 31, 1997 on a pro forma basis
NASDAQ SYMBOL: BFAM
IPO DATE: Bright Horizons: Nov. 7, 1997, at $13 a share CorporateFamily Solutions: August 12, 1997, at
$10 a share
WEB SITE: www.brighthorizons.com
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