|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: APACHE CORP, 8-K, 1996-11-04 |
Next: ENTERGY ARKANSAS INC, 10-Q, 1996-11-04 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST
EVENT REPORTED): NOVEMBER 1, 1996 (AUGUST 20, 1996)
COMFORCE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-6081 36-2262248
- ----------------------------- ---------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
2001 MARCUS AVENUE, LAKE SUCCESS, NY 11042
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 352-3200
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------
As reported in the Company's Form 8-K dated September 3, 1996, on August
20, 1996, COMFORCE Corporation (the "Company"), through its subsidiary, COMFORCE
Information Technologies, Inc., purchased, pursuant to the Stock Purchase
Agreement entered into on such date with Steve Gunner and Paul Baldwin, all of
the stock of Force Five, Inc. ("Force Five").
The registrant hereby files this Form 8-K/A, Amendment No. 1 to its Form
8-K dated September 3, 1996 to file the financial statements as required in
accordance with Item 7(a)(4) of Form 8-K and to file related pro forma financial
information as required in accordance with Item 7(b) of Form 8-K.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Balance Sheet of Force Five, Inc. as of December 31, 1995 and the
related statement of income, change in shareholder's equity, and cash
flows for the year then ended.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma Consolidated Balance Sheet as of June 30, 1996 (unaudited).
Pro forma Consolidated Statement of Operations for the six months ended
June 30, 1996 (unaudited).
Pro forma Consolidated Statement of Operations for the year ended
December 31, 1995 (unaudited).
<PAGE>
ITEM 7(a)
FORCE FIVE, INC.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
for the year ended December 31, 1995
<PAGE>
FORCE FIVE, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Balance Sheet as of December 31, 1995 3
Statement of Income for the year ended December 31, 1995 4
Statement of Stockholders' Equity for the year ended December 31, 1995 5
Statement of Cash Flows for the year ended December 31, 1995 6
Notes to Financial Statements 7-12
</TABLE>
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Force Five, Inc.:
We have audited the accompanying balance sheet of Force Five,
Inc. as of December 31, 1995, and the related statements of
income, stockholders' equity, and cash flows for the year ended
December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Force Five, Inc. as of December 31, 1995, and the results of
its operations and its cash flows for the year ended December
31, 1995, in conformity with generally accepted accounting
principles.
Dallas, Texas
October 18, 1996
2
<PAGE>
<TABLE>
<CAPTION>
FORCE FIVE, INC.
BALANCE SHEET
December 31, 1995
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 400
Trade accounts receivable 988,326
Advances receivable from employees 26,487
Prepaid expenses and other assets 4,120
-----------
Total current assets 1,019,333
Property and equipment, net 52,406
Deferred income taxes 3,354
Other assets 387
-----------
Total assets $ 1,075,480
===========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current liabilities:
Trade accounts payable $ 32,526
Accrued liabilities 362,322
Deferred income taxes 171,925
Line of credit 100,000
Note payable 92,130
-----------
Total current liabilities 758,903
-----------
Stockholders' equity:
Common stock, 100,000 shares authorized, 10,000 shares, $1.00 par value 10,000
Retained earnings 343,577
Treasury stock, at cost (37,000)
-----------
Total stockholders' equity 316,577
-----------
Total liabilities and stockholders' equity $ 1,075,480
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
FORCE FIVE, INC.
STATEMENT OF INCOME
for the year ended December 31, 1995
<S> <C>
Sales $ 7,066,900
-----------
Direct costs and expenses:
Cost of sales 5,287,437
General and administrative expenses 1,391,784
-----------
Total direct costs and expenses 6,679,221
-----------
387,679
Other income (36,000)
Interest expense 47,627
-----------
Income before provision for income taxes 376,052
Income tax provision 120,092
-----------
Net income $ 255,960
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
FORCE FIVE, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
for the year ended December 31, 1995
Common Stock Retained Treasury
----------------------- ------------------------
Shares Amount Earnings Shares Amount Total
-------- -------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 10,000 $ 10,000 $ 87,617 $ 97,617
Net income 255,960 255,960
Purchase of common stock for treasury (1,000) $ (37,000) (37,000)
-------- ---------- --------- -------- ------------ ---------
Balance at December 31, 1995 10,000 $ 10,000 $343,577 (1,000) $ (37,000) $316,577
======== ========== ========= ======== ============ =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
FORCE FIVE, INC.
STATEMENT OF CASH FLOWS
for the year ended December 31, 1995
<S> <C>
Cash flows from operating activities:
Net income $ 255,960
Adjustments to reconcile net income to cash flows provided by
operating activities:
Depreciation 18,593
Gain on sale of intangible assets (36,000)
Deferred income taxes 120,092
Changes in operating assets and liabilities:
Increase in trade accounts receivable (423,297)
Increase in advances receivable from employees (17,400)
Increase in prepaid expenses and other assets (3,162)
Increase in trade accounts payable 23,002
Increase in accrued liabilities 221,053
----------
Net cash provided by operating activities 158,841
----------
Cash flows from investing activities:
Purchase of property and equipment (55,769)
----------
Net cash used in investing activities (55,769)
----------
Cash flows from financing activities:
Payments on line of credit, net (75,000)
Proceeds from new line of credit, net 100,000
Proceeds from note payable 100,000
Payments on note payable (7,870)
Payments on loans from directors and their associates (262,583)
Purchase of treasury stock (1,000)
----------
Net cash used in financing activities (146,453)
----------
Net decrease in cash and cash equivalents (43,381)
Cash and cash equivalents, beginning of period 43,781
----------
Cash and cash equivalents, end of period $ 400
==========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 63,593
Taxes -
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
FORCE FIVE, INC.
NOTES TO FINANCIAL STATEMENTS
1. Description of Business:
-----------------------
Force Five, Inc., a Texas corporation, provides contract data
processing services to the information technology industry
primarily in Arkansas, California and Texas.
2. Summary of Significant Accounting Policies:
------------------------------------------
Revenue Recognition
-------------------
Revenue for providing staffing services is recognized at the
time such services are rendered.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents include highly liquid, short-term
investments with an original maturity date of three months or
less.
Trade accounts payable includes a book overdraft of $2,863.
Trade Accounts Receivable
-------------------------
Trade accounts receivable consist of those amounts due to the
Company for staffing services rendered to various customers.
Property and Equipment
----------------------
Property and equipment are stated at cost. Expenditures for
maintenance and repairs are charged to operations as incurred.
Expenditures for betterments and major renewals are capitalized.
The cost of assets sold or retired and the related amount of
accumulated depreciation are eliminated from the accounts in the
year of disposal, with any profit or loss included in income.
Depreciation and amortization of assets are provided using the
straight-line method over the estimated useful life of the
asset.
7
<PAGE>
FORCE FIVE, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
Income Taxes
------------
The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based
on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. A
valuation allowance is recorded when necessary to reduce
deferred tax assets to their expected realizable value.
Use of Estimates
----------------
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
3. Property and Equipment:
----------------------
Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
Life of
Equipment Amount
-------------- ----------------
<S> <C> <C>
Office equipment 4 years $ 41,694
Furniture and fixtures 10 years 10,071
Automobiles 4 years 24,000
----------------
75,765
Less accumulated depreciation 23,359
----------------
$ 52,406
================
</TABLE>
8
<PAGE>
FORCE FIVE, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
4. Income Taxes:
------------
The difference between the statutory federal income tax rate and
the effective income tax rate is reconciled as follows:
% of
Earnings
Before
Income
Taxes
--------
Statutory federal tax rate 34.0
Nontaxable gain on sale of intangible assets (3.4)
Nondeductible expenses and life insurance premiums 1.3
--------
31.9
========
Temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise
to the deferred tax liabilities and deferred tax assets at
December 31, 1995 and their approximate tax effects are as
follows:
<TABLE>
<CAPTION>
1995
------------------------------------
Temporary Tax
Difference Difference
-------------- -------------
<S> <C> <C>
Property and equipment $ 9,866 $ 3,354
Accrued other 388,202 131,988
Net operating loss 94,459 32,117
-------------- -------------
Total deferred tax asset $ 492,527 167,459
============== -------------
Trade accounts receivable $ (988,326) (336,030)
-------------- -------------
Total deferred tax liability $ (988,326) (336,030)
============== -------------
Net deferred tax liability $ (168,571)
=============
</TABLE>
At December 31, 1995, the Company had a federal income tax loss
carryforward of approximately $94,000 available to be applied
against future taxable income, if any, expiring principally in
2008 - 2010. Section 382 of the Internal Revenue Code of 1986
limits a corporation's utilization of its federal income tax
loss carryforwards when certain changes in the ownership of a
corporation's common stock occurs.
9
<PAGE>
FORCE FIVE, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
5. Concentration of Credit Risk:
----------------------------
The Company's trade accounts receivable as of December 31, 1995
consist primarily of amounts due from major companies requiring
the use of Information Technology contract consultants. As a
result, the collectibility is spread across various industries
and is not dependent on any particular industry sector. At
December 31, 1995, the Company had five customers with trade
accounts receivable balances that aggregated 60% of the
Company's total accounts receivable. Percentages of total
revenues from significant customers for the twelve-month period
ended December 31, 1995 are summarized as follows:
Customer 1 20.0%
Customer 2 17.3%
Customer 3 7.7%
The Company maintains cash in bank accounts which at times may
exceed federally insured limits. The Company has not
experienced any losses in such accounts and believe they are not
exposed to any significant credit risk on their cash balances.
The Company believes it mitigates such risk by investing its
cash through major financial institutions.
6. Accrued Expenses:
----------------
Accrued expenses consist of the following:
Payroll and payroll expenses $ 125,000
Bonuses 227,879
Other 9,443
---------------
$ 362,322
===============
10
<PAGE>
FORCE FIVE, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
7. Commitments and Contingencies:
-----------------------------
At December 31, 1995, future maximum annual rental commitments
under noncancelable operating leases are as follows:
Amount
---------------
1996 $ 75,752
1997 75,746
1998 90,912
1999 6,235
2000 6,235
Thereafter 1,559
---------------
$ 256,439
===============
Total rent expense for the period ended December 31, 1995 was
$73,769.
8. Debt:
----
Effective June 30, 1995, the Company entered into a credit
agreement with a bank that provides a revolving line of credit
and a note payable. The credit agreement is collateralized by
substantially all of the Company's assets and is personally
guaranteed by the two stockholders.
The revolving line of credit allows borrowings up to $300,000.
The Company does not pay a commitment fee on the unused portion.
The line of credit bears interest on the outstanding balance at
the bank's prime rate plus 1.5% (10% at December 31, 1995). The
commitment expired and the outstanding balance was paid in full
in 1996.
The note payable bears interest at 10.5% and was paid in full in
1996.
The fair value of the credit agreement approximates the carrying
amount.
During 1995, the Company paid in full a revolving line of credit
with a bank that had an outstanding balance of $75,000 at the
beginning of the year.
11
<PAGE>
FORCE FIVE, INC.
NOTES TO FINANCIAL STATEMENTS, Continued
9. Subsequent Event:
----------------
Effective August 20, 1996, Comforce Information Technologies,
Inc. acquired all of the issued and outstanding common stock of
the Company for a purchase price of $2,000,000, with a three
year contingent payout based on the future earnings of the
Company. The value of the payout will not exceed $2,000,000.
10. Related Party Transactions:
--------------------------
During 1995, the Company paid in full loans to directors of the
Company and their associates that had an outstanding balance of
$262,583 at the beginning of the year. The Company paid $53,546
of interest related to these loans during the year.
Bonuses of $190,000 accrued at December 31, 1995 are payable to
officers/stockholders of the Company.
Effective June 1, 1995, the Company acquired 1,000 shares of its
common stock for treasury for a purchase price of $1,000 and the
assignment of certain contracts to the selling stockholder. The
Company recorded this transaction at fair value and recognized a
gain of $36,000, which is included in other income.
12
<PAGE>
Item 7(b)
The following unaudited pro forma condensed consolidated balance sheet at June
30, 1996 presents the financial position of the company at June 30, 1996 as if
the acquisition of FORCE Five, Inc. had been consummated as of June 30,1996. The
unaudited pro forma condensed consolidated statement of operations for the year
ended December 31 ,1995 and the six months ended June 30 ,1996 presents the
company's results of operations as if the acquisitions of COMFORCE Global,
Williams, RRA Inc., and Force Five had been consummated as of January 1, 1995.
<TABLE>
<CAPTION>
COMFORCE CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1996
FORCE Pro Forma Pro Forma
Historical Five Adjustments Consolidated
<S> <C> <C> <C> <C>
Current Assets
Cash and equivalents 2,278 39 (89) (A)(B) 2,228
Receivables, including $487 of unbilled revenue. 6,709 966 (966) (A) 6,709
Prepaids 119 28 (28) (A) 119
Officer Loans 331 - - 331
other 218 23 (23) (A) 218
Receivables from ARTRA GROUP incorporated - - - -
----------------------------- ---------
9,655 1,056 (1,106) 9,605
----------------------------- ---------
Property,plant and equipment , net 352 92 (46) (A) 398
----------------------------- ---------
Other assets:
Intangibles net 12,051 - 1,954 (A) 14,005
other 66 8 (8) (A) 66
----------------------------- ---------
12,117 8 1,946 14,071
----------------------------- ---------
22,124 1,156 794 24,074
============================= =========
Current Liabilities
Revolving credit line 1,500 1,450 (B) 2,950
Revolving credit line due a bank 400 (400) (A)
Accounts Payable 566 34 (34) (A) 566
Accrued Expenses 1,145 381 (381) (A) 1,145
Income Taxes 265 127 (127) (A) 265
Liabilities to be assumed by ARTRA GROUP Incorporated
and net of liabilities of discontinued operations 1,794 - - 1,794
----------------------------- ---------
5,270 942 508 6,720
----------------------------- ---------
Obligations expected to be settled by the issuance of stock 550 - - 550
----------------------------- ---------
SHAREHOLDERS EQUITY
Series E preffered stock 1 - - 1
Series D preffered stock 1 - - 1
Common stock 96 10 (10) (A) 96
Additional paid-in capital 15,754 - 500 (C) 16,254
Treasury stock, at cost (37) 37 (A)
Retained earnings 452 241 (241) (A) 452
----------------------------- ---------
16,304 214 286 16,804
----------------------------- ---------
22,124 1,156 794 24,074
============================= =========
</TABLE>
Pro Forma adjustments to the unaudited condensed consolidated balance sheet
consist of:
(A) Record acquisition of FORCE Five Inc. and related entries and eliminate
FORCE Five Inc. assets and liabilities not purchased or assumed.
(B) Record Borrowings of $1,450,000 under the Chase line of credit and the use
of cash on hand of $50,000 used to finance the purchase of Force Five Inc.
(C) Record Issuance of 27,398 shares of Common stock with a Market value of
$500k issued in connection with the Purchase of Force Five, Inc.
<PAGE>
<TABLE>
<CAPTION>
COMFORCE CORPORATION
Pro Forma Statement Of Operations
For The Year Ended December 31, 1995
COMFORCE FORCE Pro Forma
Historical(A) Global(B) Williams(B) RRA INC(B) Five Adjustments Pro Forma
------------------------ ----------- --------------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES $ 2,387 $9,568 $ 4,178 $ 52,011 $7,067 $68,144
Operating costs and expenses
Cost of Revenues 1,818 7,178 3,022 47,830 5,287 59,848
Stock compensation(C) 3,425 3,425
Spectrum corporate management fees (F) 1,140 1,140
Other Operating costs and Expenses 823 1,397 450 2,992 1,392 $505 (D) 7,559
--------- ------- ------- --------- -------- -------- -------
6,066 9,715 3,472 50,822 6,679 505 77,259
--------- ------- ------- --------- -------- -------- -------
Operating earnings (loss) (3,679) (147) 706 1,189 388 (505) (2,048)
--------- ------- -------- --------- -------- -------- -------
Other Income 36
Interest and other non-operating expenses (618) 7 (133) (47) 125 (E) (666)
--------- ------- -------- --------- -------- -------- -------
(618) 7 (133) (11) 125 (630)
--------- ------- -------- --------- -------- -------- --------
Earnings(loss) from operations
before income taxes (4,297) (140) 706 1,056 377 (380) (2,678)
(provision) credit for income taxes (35) 21 (354) (422) (120) 152 (758)
--------- -------- -------- --------- -------- -------- --------
Income(loss) from operations $(4,332) $ (119) $ 352 $ 634 $257 $(228) $(3,436)
======== ======= ========== ========= ======== ======= ========
Income(loss) per share from continuing operations $ (0.95) ($ 0.38)
======== ========
weighted Average (G) 4,596 9,059
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMFORCE CORPORATION
Pro Forma Statement Of Operations
For The Six Months Ended June 30, 1996
Pro Forma
Historical(A) Williams(B) RRA INC(B) FORCE Five Adjustments Pro Forma
----------------------------------------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES $13,158 $ 654 $ 22,786 $4,492 $36,598
Operating costs and expenses
Cost of Revenues 11,002 281 20,762 3,324 32,045
Other Operating costs and Expenses 1,401 38 1,491 954 $ 255 (D) 4,139
-------------------------------------------------------------------------
12,403 319 22,253 4,278 255 39,508
-------------------------------------------------------------------------
Operating earnings (loss) 755 335 533 214 (255) 1,582
Other income net 16 3
Interest and other non-operating expenses (51) (36) (5) (90) (E) (182)
-------------------------------------------------------------------------
(35) (36) (5) (90) (166)
-------------------------------------------------------------------------
Earnings(loss) from operations
before income taxes 720 335 497 209 (345) 1,416
(provision) credit for income taxes (268) (265) (199) (83) 138 (677)
-------------------------------------------------------------------------
Income(loss) from operations $ 452 $ 70 $ 298 $ 126 $ (207) $ 739
=========================================================================
Income(loss) per share from continuing
operations $ 0.03 $ 0.05
----------- ----------
weighted Average (E) 13,819 13,847
=========== ==========
</TABLE>
<PAGE>
(A) Historical data for the year ended December 31, 1995 includes COMFORCE
Global's operations since its acquisition on October 17, 1995 through December
31, 1995 and corporate overhead costs for the entire year ended December 31,
1995. Historical data for the six months ending June 30, 1996 includes
COMFORCE Global's operations since January 1, 1996. Williams operations since
March 3, 1995, and RRA operations since May 10, 1996.
(B) The pro forma data presented for the operations of COMFORCE Global,
Williams, RRA, and Force Five is for the periods prior to their acquisitions.
COMFORCE Global was acquired October 17, 1995, Williams was acquired March 3,
1996, RRA was acquired on May 10 1996, and Force Five was acquired on August 20,
1996 effective (July 31, 1996).
(C) Represents a non-recurring compensation charge related to the issuance
of the 35% common stock interest in the Company to certain individuals to
manage the company's entry into and development of the telecommunications and
technical staffing business.
(D) Amortization of goodwill arising out of the Global, Williams, RRA Inc.,
and Force Five acquisitions, net of bonuses of $228,000 to the sellers of Force
Five which will not be recurring under their employment contract. The Table
below reflects the amounts and where acquisitions' amortization of goodwill has
been recorded.
1995 1996
-------------------
Historical COMFORCE Corp. $ 51 $ 206
Historical Global 142 -
Williams - -
RRA, Inc. - -
Force Five - -
Proforma Adjustments 733 255
----------------
Adjusted Proforma $ 926 $ 461
================
(E) Reverse interest expense on notes and other liabilities assumed by
ARTRA totaling $410,000 net of interest expense incurred for the purchase of
Williams and Force Five for the Proforma year ended December 31, 1995. Interest
expense for December 31, 1995 represents interest on the line of credit assuming
all $3,350,000 was outstanding for the year at the interest rate in effect of
8.5%. Interest expense for 1996 assumes that $3,350,000 was outstanding from
January 1, 1996 to March 3, 1996 and $1,450,000 was outstanding from March 3,
1996 to June 30, 1996. The interest expense reversed in 1995 was for interest on
notes directly related to The Lori Corporation activities and was incurred in
1995.
<PAGE>
(F) Corporate management fees from COMFORCE Global's former parent,
Spectrum Information Technologies, Inc. The amount of these management fees
may not be representative of costs incurred by COMFORCE Global on a stand alone
basis.
(G) Pro forma weighted average shares outstanding and common stock
equivalents includes shares of the Company's Common Stock issued and to be
issued in the COMFORCE Global transaction, shares issued for less and costs
associated with the COMFORCE Global transaction, shares issued to certain
individuals to manage the Company's entry into the telecommunications and
technical staffing business, shares reserved for issuance in the private
placement of Series E preferred Stock issued in conjunction with the purchase of
RRA, and shares issued as partial consideration to the sellers of Force Five.
<PAGE>
SIGNATURE
---------
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.
COMFORCE Corporation
--------------------
(Registrant)
By /s/ Andrew Reiben
--------------------------------------------------
Andrew Reiben, Chief Accounting Officer
Dated: November 1, 1996
|
|