<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COMFORCE CORPORATION
--------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(Title of Class of Securities)
20038K10
--------
(CUSIP Number)
MR. JOSEPH J. KEENAN
865 S. FIGUEROA STREET, SUITE 1500
LOS ANGELES, CALIFORNIA 90017
------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JULY 29, 1996
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement. /X/ (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(continued on following pages)
(Page 1 of 13 Pages)
[1]The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 20038K10 PAGE 2 OF 13 PAGES
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cypress Partners, L.P. IRS No. 13-6312316
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
620,000
SHARES BENEFICIALLY
------------------------------
8 SHARED VOTING POWER
OWNED BY
None
EACH ------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 620,000
PERSON ------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- -------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 20038K10 PAGE 3 OF 13 PAGES
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cypress International Partners Limited
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
110,000
SHARES BENEFICIALLY
------------------------------
8 SHARED VOTING POWER
OWNED BY
None
EACH ------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 110,000
PERSON ------------------------------
10 SHARED DISPOSITIVE POWER
WITH None
------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO
- -------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 20038K10 PAGE 4 OF 13 PAGES
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Furth
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
4,000
SHARES BENEFICIALLY
------------------------------
8 SHARED VOTING POWER
OWNED BY
None
EACH ------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 4,000
PERSON ------------------------------
10 SHARED DISPOSITIVE POWER
WITH None
------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 20038K10 PAGE 5 OF 13 PAGES
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christiane Turner
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
3,000
SHARES BENEFICIALLY
------------------------------
OWNED BY 8 SHARED VOTING POWER
None
EACH
------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
3,000
PERSON
------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
6 of 13
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
S T A T E M E N T
Pursuant to Section 13(d) of
the Securities and Exchange Act
and Rule 13d-1 of the Securities
and Exchange Commission
CYPRESS PARTNERS, L.P.
CYPRESS INTERNATIONAL PARTNERS LIMITED
DAVID FURTH
CHRISTIANE TURNER
<PAGE>
7 of 13
The following statement is submitted by Cypress Partners, L.P.
("Cypress"), Cypress International Partners Limited ("Cypress International"),
David Furth and Christiane Turner (Cypress, Cypress International, Mr. Furth and
Ms. Turner are collectively referred to herein as the "Reporting Parties") in
accordance with the provisions of Section 13(d) of the Securities Exchange Act
of 1934 and Rule 13d-1 of the Securities and Exchange Commission (the
"Commission").
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Comforce
Corporation, a Delaware corporation (the "Issuer"), 2001 Marcus
Avenue, Lake Success, New York 11042. As further described
herein, the Reporting Parties purchased shares of the Issuer's
Series E Convertible Participating Preferred Stock (the "Series E
Preferred Stock") in private placements on April 26, 1996. This
statement has been submitted by the Reporting Parties because the
Designation of Rights and Preferences of the Series E Preferred
Stock (the "Designation") (See Exhibit 7.1) provides that each
share of Series E Preferred Stock automatically converts into 100
shares of the Issuer's Common Stock on the date the Issuer's
Certificate of Incorporation is amended so that the Issuer has
sufficient authorized and unissued shares of Common Stock to
effect such conversion. The Issuer's Certificate of
Incorporation has not been so amended, although the Stock Sale
Agreements between the Reporting Parties and the Issuer (See
Exhibits 7.2 - 7.5) contain the Issuer's representation and
warranty that it will use its best efforts to cause such an
amendment. The Issuer's revised preliminary proxy statement
indicates that the Issuer intends to seek shareholder approval of
such an amendment at its 1996 annual meeting, currently scheduled
for July 29, 1996. The Designation also provides that each share
of Series E Preferred Stock is entitled to 100 votes on all
matters submitted to a vote of the stockholders of the Issuer.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed for:
CYPRESS
Cypress, a New York limited partnership, is a private investment
partnership whose principal business and office address is 865
South Figueroa Street, Suite 1500, Los Angeles, California 90017.
The general partners of Cypress are:
- Robert A. Day, Jr.
Trust Company of the West
865 South Figueroa Street
Los Angeles, California 90017
<PAGE>
8 of 13
Mr. Day is a U.S. citizen, principally occupied as Chairman,
CEO & Managing Director of Trust Company of the West. Mr.
Day is also the sole stockholder and Chairman of Oakmont
Corporation, a California corporation ("Oakmont"), a
registered investment advisor that provides investment
advice to Cypress.
- Steven D. Holzman
Oakmont Corporation
865 South Figueroa Street
Los Angeles, California 90017
Mr. Holzman is a U.S. citizen, principally occupied as
Managing Director of Oakmont.
CYPRESS INTERNATIONAL
Cypress International, a British Virgin Islands limited liability
company, is a private investment partnership whose principal
business and office address is 865 South Figueroa Street, Suite
1500, Los Angeles, California 90017.
Highland Partners, a California general partnership, is a
registered investment adviser that manages the investments of
Cypress International. Mr. Day and Mr. Holzman are the general
partners of Highland Partners.
The officers and directors of Cypress International are:
- Damon P. DeLazlo President and Director
Byron's Chambers
Albany, Piccadilly
London WTV 9RD
Mr. DeLazlo is a U.K. citizen, principally occupied as
Chairman of Harwin Engineers, Purbrick Vicary Ltd. Mr.
DeLazlo is a director of Oakmont.
- Peter L. Watts Vice President and Director
P.O. Box 829
Charles House, Charles Street
St. Helier, Jersey
JE4 9NZ Channel Islands
Mr. Watts is a U.K. citizen, principally occupied as
Managing Director of Continental Financial Services Limited.
<PAGE>
9 of 13
- Michael Fitzgerald Secretary and Director
"Le Regina"
13-15 boulevard des Moulins
MC 98000 Monaco
Mr. Fitzgerald is a U.K. citizen, principally occupied as
barrister and solicitor.
- Mr. Holzman Director
DAVID FURTH
David Furth
Oakmont Corporation
865 South Figueroa Street
Los Angeles, California 90017
Mr. Furth is a U.S. citizen, principally occupied as a Senior
Vice President at Oakmont.
CHRISTIANE TURNER
Christiane Turner
Oakmont Corporation
865 South Figueroa Street
Los Angeles, California 90017
Ms. Turner is a U.S. citizen, principally occupied as the
Managing Director of Cypress and a Senior Vice President at
Oakmont.
There is no information to report with regard to criminal or
civil proceedings for the above mentioned individuals or the
Reporting Parties.
The Reporting Parties are not a group for purposes of transacting
in the securities of the Issuer nor have they entered into any
agreement (other than for purposes of the joint filing of this
statement - See Exhibit 7.6) to act in concert in relation to
such securities. However, this statement is being filed jointly
because (i) Mr. Day and Mr. Holzman are the general partners of
Cypress and also the general partners of the investment manager
for Cypress International; and (ii) Mr. Day is the sole
stockholder and an officer of Oakmont Corporation, and
Mr. Holzman, Mr. Furth and Ms. Turner are also officers of
Oakmont. Therefore, as a result of these interrelationships and
pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, the Reporting Parties have agreed to this joint filing.
<PAGE>
10 of 13
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Parties expended the amounts shown below in their
purchases of the number of shares shown below of Series E
Preferred Stock. Payment was made from the working capital or
personal funds of each of the Reporting Parties. No part of such
payment was borrowed by any of the Reporting Parties.
Number of
Reporting Party Preferred Shares Funds Expended
--------------- ---------------- --------------
Cypress 6,200 $3,410,000
Cypress International 1,100 605,000
Mr. Furth 40 22,000
Ms. Turner 30 16,500
----- ---------
Total: 7,370 $4,053,500
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Parties' purchases were made for investment
purposes in the ordinary course of business and not with the
purpose nor with the effect of changing or influencing the
control of the Issuer. None of the Reporting Parties has any
plan or proposal described in paragraphs (a) - (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Parties' holdings of Series E Preferred Stock, if
converted into Common Stock at the conversion ratio of 100 shares
of Common Stock per share of Preferred Stock, would result in the
Reporting Parties holding the "as converted" number of shares of
Common Stock and percentage ownership of the total number of
shares of Common Stock outstanding shown below (based upon total
outstanding shares of Common Stock of 9,343,198 as of June 14,
1996 as reported in the Issuer's Revised Preliminary Proxy
Statement for its 1996 annual meeting).
Number of "As Converted"
"As Converted" Percentage
Reporting Party Shares of Common Stock Ownership
--------------- ---------------------- ---------
Cypress 620,000 6.2%
Cypress International 110,000 1.2
Mr. Furth 4,000 0.04
Ms. Turner 3,000 0.03
------- ----
Total: 737,000 7.3%
<PAGE>
11 of 13
Mr. Day and Mr. Holzman share dispositive power of all 6,200
shares of Series E Preferred Stock held by Cypress in their
capacities as general partners of Cypress.
Mr. Day and Mr. Holzman share dispositive power of all 1,100
shares of Series E Preferred Stock held by Cypress International
in their capacities as general partners of Highland Partners, the
investment manager of Cypress International.
Mr. Furth and Ms. Turner each have dispositive power over the
number of shares of Series E Preferred Stock shown above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Each Reporting Party and the Issuer have entered into a Stock
Sale Agreement, each of which is filed as an exhibit hereto, with
respect to the Reporting Party's purchase of Series E Preferred
Stock. The Stock Sale Agreements contain representations and
warranties by the Issuer with respect to the conversion of the
Series E Preferred Stock to Common Stock, as described under Item
1 above. The Issuer has also filed an amendment to its
Registration Statement on Form S-1 to register additional shares
of Common Stock, including the shares of Common Stock that will
be held by the Reporting Parties upon conversion of their shares
of Series E Preferred Stock. The Reporting Parties were advised
to this effect by letter from the Issuer's counsel dated April
29, 1996 (See Exhibit 7.7). In addition, the Designation
provides the voting rights described under Item 1 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.1 Designation of Rights and Preferences of Series E Preferred Stock
(filed as an exhibit to the Issuer's Quarterly Report on Form 10-
Q/A for the period ended March 31, 1996 and incorporated by
reference herein).
Exhibit 7.2 Stock Sale Agreement between Cypress and the Issuer dated as of
April 26, 1996
Exhibit 7.3 Stock Sale Agreement between Cypress International and the Issuer
dated as of April 26, 1996.
Exhibit 7.4 Stock Sale Agreement between Mr. Furth and the Issuer dated as of
April 26, 1996.
Exhibit 7.5 Stock Sale Agreement between Ms. Turner and the Issuer dated as
of April 26, 1996.
Exhibit 7.6 Agreement of Joint Filing by and between Cypress, Cypress
International, Mr. Furth and Ms. Turner dated July __, 1996.
<PAGE>
12 of 13
Exhibit 7.7 Letter dated April 29, 1996 from Issuer's counsel to Mr. Furth
regarding registration of Reporting Parties' Common Stock.
<PAGE>
13 of 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Cypress Partners, L.P. Cypress International Partners Limited
By By
------------------------ --------------------------
Name: Robert A. Day Name:
Title: General Partner Title:
Date: July __, 1996 Date: July __, 1996
David Furth Christiane Turner
------------------------ ------------------------
David Furth Christiane Turner
Date: July __, 1996 Date: July __, 1996
<PAGE>
Exhibit 7.2
Final 4/26/96
STOCK SALE AGREEMENT
THIS STOCK SALE AGREEMENT (the "Agreement") made as of the 26th day of
April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the
"Company"), and Cypress Partners L.P. (the "Purchaser").
WHEREAS, among the stock the Company is authorized to issue is Series E
Convertible Participating Preferred Stock (the "Series E Preferred Stock")
having terms and preferences (the "Terms") set forth in Exhibit A hereto; and
WHEREAS, the Company desires to issue 6,200 shares of Series E Preferred
Stock to the Purchaser and the Purchaser desires to purchase such shares from
the Company, all in accordance with the terms herein set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue, sell
and deliver to the Purchaser at the Closing (as hereinafter defined), and the
Purchaser agrees to and will purchase from the Company, 6,200 shares of
Series E Preferred Stock of the Company (the "Shares") for a selling price of
$550 per share ($3,410,000 in the aggregate).
SECTION 2. CLOSING. The Closing shall take place at 4:00 p.m. (Eastern
time) on April 26, 1996, at such place as the parties shall agree. Such event
is referred to as the "Closing" and such date and time are referred to as the
"Closing Date."
SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be payable by
wire transfer of immediately available funds in accordance with the Company's
wiring instructions attached hereto as Exhibit B. At the Closing, upon
confirmation of receipt of $3,410,000 in immediately available funds in
accordance with the Company's wiring instructions, the Company shall deliver
to the Purchaser, a certificate or certificates for the Shares.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes
the following representations and warranties:
(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of Delaware.
<PAGE>
(b) All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the authorization, issuance and
delivery of the Shares of the Company being sold pursuant to this Agreement
has been taken as of the date hereof.
(c) The Shares, when issued, sold and delivered in accordance with the
terms of the Agreement, shall be duly and validly issued, fully paid and
nonassessable.
(d) The Company shall use its best efforts to cause its Certificate of
Incorporation to be amended so that all of the Shares can be converted into
common stock of the Company, par value $.01 per share, in accordance with the
Terms.
SECTION 5. PURCHASERS' REPRESENTATIONS AND WARRANTIES. The Purchaser
represents and warrants to the Company that (i) it has been offered an
opportunity to review the Company's annual report on Form 10-K for the year
ended December 31, 1995, the Company's draft of a preliminary proxy statement
for the annual meeting of shareholders to be held in 1996, and the current
reports on Form 8-K filed by the Company with Securities and Exchange
Commission (the "SEC") dated October 11, 1995 and October 31, 1995; (ii) it
has been offered the opportunity to ask questions of appropriate officers of
the Company with respect to its business and affairs, and such officers have
answered all such questions to its satisfaction; (iii) its purchase of the
Shares is being made for the Purchaser's own account for investment purposes
and with no intention of resale; (iv) the Purchaser has the requisite
knowledge and experience in financial and business matters to enable it to
evaluate the merits and risks of an investment in the Shares; (v) it is aware
that the Shares are "restricted securities" within the meaning of such term
under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be
subject to the resale restrictions of Rule 144 (unless another exemption is
available under the Securities Act of 1933, as amended (the "Securities
Act")), and that, if the Purchaser at any time is deemed to be an
"affiliate" of the Company, the Shares will be subject to the additional
resale restrictions under Rule 144 applicable to affiliates; (vi) it is aware
that until the Shares are registered under the Securities Act, it may be
unable to liquidate its investment in the Shares despite a need to do so; and
(vii) it is aware that the certificate or certificates evidencing the Shares
purchased by it (or which are subsequently converted into shares of common
stock of the Company pursuant to Section 2 herein) will bear a legend
conditioning the transfer of the Shares upon the receipt of a satisfactory
opinion to the effect that any proposed transfer of the Shares is exempt from
registration under the Securities Act, or the like. The Purchaser makes no
other representations or warranties, express or implied, to the Company.
SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation of
the Company to issue, sell and deliver the Shares to the Purchaser shall be
subject to the fulfillment at or prior to the Closing Date of each of the
following conditions:
(a) The representations and warranties of the Purchaser contained in
this Agreement shall have been true and correct at and as of the date hereof,
and they shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
2
<PAGE>
(b) There shall not be pending or threatened any action or proceeding by
or before any court or other governmental body which shall seek to restrain,
prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Purchaser shall have performed and complied with all of its
obligations required by this Agreement to be performed or complied with at or
prior to the Closing Date.
SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The obligation
of the Purchaser to purchase the Shares shall be subject to the fulfillment
at or prior to the Closing Date of each of the following conditions:
(a) The representations and warranties of the Company contained in this
Agreement shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
(b) There shall not be pending or threatened any action or proceeding by
or before any court or other governmental body which shall seek to restrain,
prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Company shall have performed and complied with in all material
respects all of its obligations required by this Agreement to be performed or
complied with at or prior to the Closing Date.
SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold
harmless the Company from the commission, fee or claim of any person, firm or
corporation employed or retained or claiming to be employed or retained by
the Purchaser to bring about, or to represent it in, the transaction
contemplated hereby. The Company will indemnify and hold harmless the
Purchaser from the commission, fee or claim of any person, firm or
corporation employed or retained by the Company to bring about, or to
represent it in, the transaction contemplated hereby.
SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not amend,
modify or supplement this Agreement except by a writing signed by both of the
parties hereto.
SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be binding
upon and insure to the benefit of the parties hereto and their respective
successors, assignees, heirs and legal representatives, and neither party
shall be entitled to assign its rights hereunder except upon the other
party's prior written consent.
SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties hereto with respect to the purchase of the Shares
and the other transactions contemplated herein, and supersedes all prior
understandings and agreements of the parties with respect to the subject
matter hereof.
3
<PAGE>
SECTION 12. HEADINGS. The descriptive headings in this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original.
SECTION 14. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed therein, without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
COMFORCE Corporation
By:
------------------------------
Title:
---------------------------
Cypress Partners L.P.
By: ------------------------------
Title: ----------------------------
4
<PAGE>
Exhibit 7.3
Final 4/26/96
STOCK SALE AGREEMENT
THIS STOCK SALE AGREEMENT (this "Agreement") made as of the 26th day of
April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the
"Company"), and Cypress International Partners Limited (the "Purchaser").
WHEREAS, among the stock the Company is authorized to issue is Series E
Convertible Participating Preferred Stock (the "Series E Preferred Stock")
having terms and preferences (the "Terms") set forth in Exhibit A hereto; and
WHEREAS, the Company desires to issue 1,100 shares of Series E Preferred
Stock to the Purchaser and the Purchaser desires to purchase such shares from
the Company, all in accordance with the terms herein set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue,
sell and deliver to the Purchaser at the Closing (as hereinafter defined),
and the Purchaser agrees to and will purchase from the Company, 1,100 shares
of Series E Preferred Stock of the Company (the "Shares") for a selling price
of $550 per share ($605,000 in the aggregate).
SECTION 2. CLOSING. The Closing shall take place at 4:00 p.m. (Eastern
time) on April 26, 1996, at such place as the parties shall agree. Such event
is referred to as the "Closing" and such date and time are referred to as the
"Closing Date".
SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be payable
by wire transfer of immediately available funds in accordance with the
Company's wiring instructions attached hereto as Exhibit B. At the Closing,
upon confirmation of receipt of $605,000 in immediately available funds in
accordance with the Company's wiring instructions, the Company shall deliver
to the Purchaser, a certificate or certificates for the Shares.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes
the following representations and warranties:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of Delaware.
<PAGE>
(b) All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the authorization, issuance and
delivery of the Shares of the Company being sold pursuant to this Agreement
has been taken as of the date hereof.
(c) The Shares, when issued, sold and delivered in accordance with the
terms of the Agreement, shall be duly and validly issued, fully paid and
nonassessable.
(d) The Company shall use its best efforts to cause its Certificate of
Incorporation to be amended so that all of the Shares can be converted into
common stock of the Company, par value $.01 per share, in accordance with the
Terms.
SECTION 5. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser
represents and warrants to the Company that (i) it has been offered an
opportunity to review the Company's annual report on Form 10-K for the year
ended December 31, 1995, the Company's draft of a preliminary proxy statement
for the annual meeting of shareholders to be held in 1996, and the current
reports on Form 8-K filed by the Company with Securities and Exchange
Commission (the "SEC") dated October 11, 1995 and October 31, 1995, (ii) it
has been offered the opportunity to ask questions of appropriate officers of
the Company with respect to its business and affairs, and such officers have
answered all such questions to its satisfaction; (iii) its purchase of the
Shares is being made for the Purchaser's own account for investment purposes
and with no intention of resale; (iv) the Purchaser has the requisite
knowledge and experience in financial and business matters to enable it to
evaluate the merits and risk of an investment in the Shares; (v) it is aware
that the Shares are "restricted securities" within the meaning of such term
under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be
subject to the resale restrictions of Rule 144 (unless another exemption is
available under the Securities Act of 1933, as amended (the "Securities
Act")), and that, if the Purchaser at any time is deemed to be an "affiliate"
of the Company, the Shares will be subject to the additional resale
restrictions under Rule 144 applicable to affiliates; (vi) it is aware that
until the Shares are registered under the Securities Act, it may be unable to
liquidate its investment in the Shares despite a need to do so; and (vii) it
is aware that the certificate or certificates evidencing the Shares purchased
by it (or which are subsequently converted into shares of common stock of the
Company pursuant to Section 2 herein) will bear a legend conditioning the
transfer of the Shares upon the receipt of a satisfactory opinion to the
effect that any proposed transfer of the Shares is exempt from registration
under the Securities Act, or the like. The Purchaser makes no other
representations or warranties, express or implied, to the Company.
SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation
of the Company to issue, sell and deliver the Shares to the Purchaser shall
be subject to the fulfillment at or prior to the Closing Date of each of the
following conditions:
(a) The representations and warranties of the Purchaser contained in
this Agreement shall have been true and correct at and as of the date hereof,
and they shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
2.
<PAGE>
(b) There shall not be pending or threatened any action or proceeding
by or before any court or other governmental body which shall seek to
restrain, prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Purchaser shall have performed and complied with all of its
obligations required by this Agreement to be performed or complied with at or
prior to the Closing Date.
SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The
obligation of the Purchaser to purchase the Shares shall be subject to the
fulfillment at or prior to the Closing Date of each of the following
conditions;
(a) The representations and warranties of the Company contained in this
Agreement shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
(b) There shall not be pending or threatened any action or proceeding
by or before any court or other governmental body which shall seek to
restrain, prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Company shall have performed and complied with in all material
respects all of its obligations required by this Agreement to be performed or
complied with at or prior to the Closing Date.
SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold
harmless the Company from the commission, fee or claim of any person, firm or
corporation employed or retained or claiming to be employed or retained by
the Purchaser to bring about, or to represent it in, the transaction
contemplated hereby. The Company will indemnify and hold harmless the
Purchaser from the commission, fee or claim of any person, firm or
corporation employed or retained by the Company to bring about, or to
represent it in, the transaction contemplated hereby.
SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not
amend, modify or supplement this Agreement except by a writing signed by both
of the parties hereto.
SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, assignees, heirs and legal representatives, and
neither party shall be entitled to assign its rights hereunder except upon
the other party's prior written consent.
SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties hereto with respect to the purchase of the Shares
and the other transactions contemplated herein, and supersedes all prior
understandings and agreements of the parties with respect to the subject
matter hereof.
3.
<PAGE>
SECTION 12. HEADINGS. The descriptive headings in this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original.
SECTION 14. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed therein, without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
COMFORCE Corporation
By: ________________________________
Title: _____________________________
Cypress International Partners Limited
By: ________________________________
Title: _____________________________
4.
<PAGE>
Exhibit 7.4
Draft 4/26/96
STOCK SALE AGREEMENT
THIS STOCK SALE AGREEMENT (this "Agreement") made as of the 26th day of
April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the
"Company"), and David Furth, an individual (the "Purchaser").
WHEREAS, among the stock the Company is authorized to issue is Series E
Convertible Participating Preferred Stock (the "Series E Preferred Stock")
having terms and preferences (the "Terms") set forth in Exhibit A hereto; and
WHEREAS, the Company desires to issue 40 shares of Series E Preferred
Stock to the Purchaser and the Purchaser desires to purchase such shares from
the Company, all in accordance with the terms herein set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue,
sell and deliver to the Purchaser at the Closing (as hereinafter defined),
and the Purchaser agrees to and will purchase from the Company, 40 shares of
Series E Preferred Stock of the Company (the "Shares") for a selling price of
$550 per share ($22,000.00 in the aggregate).
SECTION 2. CLOSING. The Closing shall take place at ___ on April 26,
1996, at such place as the parties shall agree. Such event is referred to as
the "Closing" and such date and time are referred to as the "Closing Date."
SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be by wire
transfer of immediately available funds in accordance with the Company's
wiring instructions attached hereto as Exhibit A. At the Closing, upon
confirmation of receipt of $22,000.00 in immediately available funds in
accordance with the Company's wiring instructions, the Company shall deliver
to the Purchaser, a certificate or certificates for the Shares.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes
the following representations and warranties:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of Delaware.
<PAGE>
(b) All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the authorization, issuance and
delivery of the Shares of the Company being sold pursuant to this Agreement
has been taken as of the date hereof.
(c) The Shares, when issued, sold and delivered in accordance with the
terms of the Agreement, shall be duly and validly issued, fully paid and
nonassessable.
(d) The Company shall use its best efforts to cause its Certificate of
Incorporation to be amended so that all of the Shares can be converted into
common stock of the Company, par value $0.01 per share, in accordance with
the Terms.
SECTION 5. PURCHASERS' REPRESENTATIONS AND WARRANTS. The Purchaser
represents and warrants to the Company that (i) it has been offered an
opportunity to review the Company's annual report on Form 10-K for the year
ended december 31, 1995, the Company's draft of a preliminary proxy statement
for the annual meeting of shareholders to be held in 1996, and the current
reports on Form 8-K filed by the Company with Securities and Exchange
Commission (the "SEC") dated October 11, 1995 and October 31, 1995; (ii) it
has been offered the opportunity to ask questions of appropriate officers of
the Company with respect to its business and affairs, and such officers have
answered all such questions to its satisfaction; (iii) its purchase of the
Shares is being made for the Purchaser's own account for investment purposes
and with no intention of resale; (iv) the Purchaser has the requisite
knowledge and experience in financial and business matters to enable it to
evaluate the merits and risks of an investment in the Shares; (v) it is aware
that the Shares are "restricted securities" within the meaning of such term
under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be
subject to the resale restrictions of Rule 144 (unless another exemption is
available under the Securities Act of 1933, as amended (the "Securities
Act")), and that, if the Purchaser at any time is deemed to be an "affiliate"
of the Company, the Shares will be subject to the additional resale
restrictions under Rule 144 applicable to affiliates; (vi) it is aware that
until the Shares are registered under the Securities Act, it may be unable to
liquidate its investment in the Shares despite a need to do so; and (vii) it
is aware that the certificate or certificates evidencing the Shares purchased
by it (or which are subsequently converted into shares of common stock of the
Company pursuant to Section 2 herein) will bear a legend conditioning the
transfer of the Shares upon the receipt of a satisfactory opinion to the
effect that any proposed transfer of the Shares is exempt from registration
under the Securities Act, or the like. The Purchaser makes no other
representations or warranties, express or implied, to the Company.
SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation
of the Company to issue, sell and deliver the Shares to the Purchaser shall
be subject to the fulfillment at or prior to the Closing Date of each of the
following conditions:
(a) The representations and warranties of the Purchaser contained in
this Agreement shall have been true and correct at and as of the date hereof,
and they shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
2.
<PAGE>
(b) There shall not be pending or threatened any action or proceeding
by or before any court or other government body which shall seek to restrain,
prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Purchaser shall have performed and complied with all its
obligations required by this Agreement to be performed or complied with at or
prior to the Closing Date.
SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The
obligation of the Purchaser to purchase the Shares shall be subject to the
fulfillment at or prior to the Closing Date of each of the following
conditions:
(a) The representations and warranties of the Company contained in this
Agreement shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
(b) There shall not be pending or threatened any action or proceeding
by or before any court or other governmental body which shall seek to
restrain, prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Company shall have performed and complied with in all material
respects all of its obligations required by this Agreement to be performed or
complied with at or prior to the Closing Date.
SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold
harmless the Company from the commission, fee or claim of any person, firm or
corporation employed or retained or claiming to be employed or retained by
the Purchaser to bring about, or to represent it in, the transaction
contemplated hereby. The Company will indemnify and hold harmless the
Purchaser from the commission, fee or claim of any person, firm or
corporation employed or retained by the Company to bring about, or to
represent it in, the transaction contemplated hereby.
SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not amend,
modify or supplement this Agreement except by a writing signed by both of the
parties hereto.
SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, assignees, heirs and legal representatives, and
neither party shall be entitled to assign its rights hereunder except upon
the other party's prior written consent.
SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties hereto with respect to the purchase of the Shares
and the other transactions contemplated herein, and supersedes all prior
understandings and agreements of the parties with respect to the subject
matter hereof.
3.
<PAGE>
SECTION 12. HEADINGS. The descriptive headings in this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original.
SECTION 14. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed therein, without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
COMFORCE Corporation
By: ____________________________
Title: _________________________
________________________________
David Furth
4.
<PAGE>
Exhibit 7.5
Draft 4/26/96
STOCK SALE AGREEMENT
THIS STOCK SALE AGREEMENT (this "Agreement") made as of the 26th day of
April, 1996 by and between COMFORCE Corporation, a Delaware corporation (the
"Company"), and Christiane L. Turner, an individual (the "Purchaser").
WHEREAS, among the stock the Company is authorized to issue is Series E
Convertible Participating Preferred Stock (the "Series E Preferred Stock")
having terms and preferences (the "Terms") set forth in Exhibit A hereto; and
WHEREAS, the Company desires to issue 30 shares of Series E Preferred
Stock to the Purchaser and the Purchaser desires to purchase such shares from
the Company, all in accordance with the terms herein set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
SECTION 1. PURCHASE AND SALE. The Company agrees to and will issue,
sell and deliver to the Purchaser at the Closing (as hereinafter defined),
and the Purchaser agrees to and will purchase from the Company, 30 shares
of Series E Preferred Stock of the Company (the "Shares") for a selling price
of $550 per share ($16,500.00 in the aggregate).
SECTION 2. CLOSING. The Closing shall take place at ________ on April
26, 1996, at such place as the parties shall agree. Such event is referred to
as the "Closing" and such date and time are referred to as the "Closing Date".
SECTION 3. OBLIGATIONS AT CLOSING. The purchase price shall be payable
by wire transfer of immediately available funds in accordance with the
Company's wiring instructions attached hereto as Exhibit A. At the Closing,
upon confirmation of receipt of $16,500.00 in immediately available funds in
accordance with the Company's wiring instructions, the Company shall deliver
to the Purchaser, a certificate or certificates for the Shares.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company makes
the following representations and warranties:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of Delaware.
<PAGE>
(b) All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the authorization, issuance and
delivery of the Shares of the Company being sold pursuant to this Agreement
has been taken as of the date hereof.
(c) The Shares, when issued, sold and delivered in accordance with the
terms of the Agreement, shall be duly and validly issued, fully paid and
nonassessable.
(d) The Company shall use its best efforts to cause its Certificate of
Incorporation to be amended so that all of the Shares can be converted into
common stock of the Company, par value $0.01 per share, in accordance with the
Terms.
SECTION 5. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser
represents and warrants to the Company that (i) it has been offered an
opportunity to review the Company's annual report on Form 10-K for the year
ended December 31, 1995, the Company's draft of a preliminary proxy statement
for the annual meeting of shareholders to be held in 1996, and the current
reports on Form 8-K filed by the Company with Securities and Exchange
Commission (the "SEC") dated October 11, 1995 and October 31, 1995, (ii) it
has been offered the opportunity to ask questions of appropriate officers of
the Company with respect to its business and affairs, and such officers have
answered all such questions to its satisfaction; (iii) its purchase of the
Shares is being made for the Purchaser's own account for investment purposes
and with no intention of resale; (iv) the Purchaser has the requisite
knowledge and experience in financial and business matters to enable it to
evaluate the merits and risk of an investment in the Shares; (v) it is aware
that the Shares are "restricted securities" within the meaning of such term
under Rule 144 of the Rules of the SEC ("Rule 144"), that the Shares will be
subject to the resale restrictions of Rule 144 (unless another exemption is
available under the Securities Act of 1933, as amended (the "Securities
Act")), and that, if the Purchaser at any time is deemed to be an "affiliate"
of the Company, the Shares will be subject to the additional resale
restrictions under Rule 144 applicable to affiliates; (vi) it is aware that
until the Shares are registered under the Securities Act, it may be unable to
liquidate its investment in the Shares despite a need to do so; and (vii) it
is aware that the certificate or certificates evidencing the Shares purchased
by it (or which are subsequently converted into shares of common stock of the
Company pursuant to Section 2 herein) will bear a legend conditioning the
transfer of the Shares upon the receipt of a satisfactory opinion to the
effect that any proposed transfer of the Shares is exempt from registration
under the Securities Act, or the like. The Purchaser makes no other
representations or warranties, express or implied, to the Company.
SECTION 6. CONDITIONS TO COMPANY'S OBLIGATION TO CLOSE. The obligation
of the Company to issue, sell and deliver the Shares to the Purchaser shall
be subject to the fulfillment at or prior to the Closing Date of each of the
following conditions:
(a) The representations and warranties of the Purchaser contained in
this Agreement shall have been true and correct at and as of the date hereof,
and they shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
2.
<PAGE>
(b) There shall not be pending or threatened any action or proceeding
by or before any court or other governmental body which shall seek to
restrain, prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Purchaser shall have performed and complied with all of its
obligations required by this Agreement to be performed or complied with at or
prior to the Closing Date.
SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The
obligation of the Purchaser to purchase the Shares shall be subject to the
fulfillment at or prior to the Closing Date of each of the following
conditions:
(a) The representations and warranties of the Company contained in this
Agreement shall be true and correct at and as of the Closing Date with the
same force and effect as though made at and as of that time.
(b) There shall not be pending or threatened any action or proceeding
by or before any court or other governmental body which shall seek to
restrain, prohibit or invalidate the sale of the Shares to the Purchaser.
(c) The Company shall have performed and complied with in all material
respects all of its obligations required by this Agreement to be performed or
complied with at or prior to the Closing Date.
SECTION 8. BROKERS' COMMISSIONS. The Purchaser will indemnify and hold
harmless the Company from the commission, fee or claim of any person, firm or
corporation employed or retained or claiming to be employed or retained by
the Purchaser to bring about, or to represent it in, the transaction
contemplated hereby. The Company will indemnify and hold harmless the
Purchaser from the commission, fee or claim of any person, firm or
corporation employed or retained by the Company to bring about, or to
represent it in, the transaction contemplated hereby.
SECTION 9. AMENDMENT AND MODIFICATION. The parties hereto may not
amend, modify or supplement this Agreement except by a writing signed by both
of the parties hereto.
SECTION 10. BINDING EFFECT, NO ASSIGNMENT. The Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, assignees, heirs and legal representatives, and
neither party shall be entitled to assign its rights hereunder except upon
the other party's prior written consent.
SECTION 11. ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties hereto with respect to the purchase of the Shares
and the other transactions contemplated herein, and supersedes all prior
understandings and agreements of the parties with respect to the subject
matter hereof.
3.
<PAGE>
SECTION 12. HEADINGS. The descriptive headings in this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
SECTION 13. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original.
SECTION 14. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed therein, without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
COMFORCE Corporation
By: ________________________________
Title: _____________________________
____________________________________
Christiane L. Turner
4.
<PAGE>
EXHIBIT 7.6
Agreement of Joint Filing
(Pursuant to Rule 13d-1(f)(2))
Cypress Partners, L.P. ("Cypress"), Cypress International Partners Limited
("Cypress International"), David Furth and Christiane Turner (Cypress, Cypress
International, Mr. Furth and Ms. Turner are collectively referred to herein as
the "Reporting Parties") hereby agree that a Securities and Exchange Commission
("SEC") Schedule 13D dated July __, 1996, and relating to acquisitions of Series
E Convertible Participating Preferred Stock, convertible into Common Stock,
$0.01 par value, of Comforce Corporation (the "Issuer"), shall be jointly filed
on their behalf with the Securities and Exchange Commission, the National
Association of Securities Dealers and the Issuer.
The Reporting Parties further agree and understand that they are not
members of a group for purposes of acquiring, selling or voting the securities
of the Issuer and that they have not entered into any agreement to act in
concert with relation to the securities of the Issuer.
Cypress Partners, L.P. Cypress International Partners Limited
By By
------------------------ ---------------------------
Name: Robert A. Day Name:
Title: General Partner Title:
Date: July __, 1996 Date: July __, 1996
David Furth Christiane Turner
- --------------------- ------------------------
David Furth Christiane Turner
Date: July __, 1996 Date: July __, 1996
<PAGE>
EXHIBIT 7.7
[LETTERHEAD]
April 29, 1996
Mr. David Furth
Oakmont Corporation
Suite 1500
865 South Figueroa Street
Los Angeles, California 90017
Dear Mr. Furth:
I have been asked by COMFORCE Corporation (the "Company") to advise you
that I am preparing Amendment No. 1 to Registration Statement on Form S-1 for
the Company for filing with the Securities and Exchange Commission (the
"Registration Statement"). A draft of the Registration Statement has been
circulated to the auditors for completion of the review necessary for them to
consent to inclusion of their report on the Company's financial statements,
which they have advised me will be completed by the end of this week.
Promptly upon completion of this review and incorporation of their comments,
we will file the Registration Statement with the Securities and Exchange
Commission. In no event will this filing be made later than the week of
May 6, 1996.
The Registration Statement provides for the registration of certain
shares of common stock of the Company held by stockholders or issuable to
them upon their exercise of options or warrants or upon their conversion of
convertible preferred stock. On behalf of the Company, I am authorized to
advise you that the common stock of the Company issuable to you upon
conversion of the shares of Series E Preferred Stock will be included for
registration on the Registration Statement.
Very truly yours,
/s/ David G. Edwards
------------------------------
David G. Edwards
DGE/cmg
