COMFORCE CORP
8-K, 1996-05-23
COSTUME JEWELRY & NOVELTIES
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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):   May 23, 1996 (May 10, 1996)
                                                 





                              COMFORCE Corporation
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)




                                    Delaware
                  --------------------------------------------
                 (State or Other Jurisdiction of Incorporation)




         1-6081                                        36-23262248
 ----------------------                      ---------------------------------
 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 2.  Acquisition or Disposition of Assets
- ---------------------------------------------


         On  May  10,  1996,  the  Company,  through  its  subsidiary,  COMFORCE
Technical Services,  Inc.,  purchased,  pursuant to the Stock Purchase Agreement
with Project Staffing  Support Team, Inc. and Raphael and Stanley  Rashkin,  the
Asset Purchase Agreement with RRA, Inc. and Raphael and Stanley Rashkin, and the
Asset Purchase Agreement with DataTech Technical Services,  Inc. and Raphael and
Stanley  Rashkin,  respectively,  all of the stock of Project  Staffing  Support
Team,  Inc.  and  substantially  all of the  assets of RRA,  Inc.  and  Datatech
Technical Services, Inc.  (collectively,  "RRA") for an aggregate purchase price
of $5,000,000  plus contingent  income  payments  payable over three years in an
aggregate  amount  not to  exceed  $750,000.  The  purchase  of the  assets  was
determined by arm's length negotiations  between the parties. The purchase price
was paid by the Company in cash from the proceeds of a private  placement of the
Company's Series E Preferred Stock.

           RRA is in the  business  of  providing  contract  employees  to other
businesses.  The  Company's  headquarters  are  located in Tempe,  Arizona.  The
acquisition of RRA enables the Company, through its COMFORCE Technical Services,
Inc. subsidiary, to provide specialists for supplemental staffing assignments as
well  as  outsourcing  and   vendor-on-premises   programs,   primarily  in  the
electronics,  avionics,  telecommunications  and information technology business
sectors.

Item 7.  Financial Statements and Exhibits
- ------------------------------------------

         (a)      Financial Statements of businesses acquired.

                  It is  impracticable  for the  Company  to file the  financial
statements  required  for the  acquisitions  described in Item 2 of this Current
Report on Form 8-K concurrently  with the filing of this Report.  Such financial
statements  will be filed with the Commission as soon as the same are available,
but in no event later than 60 days after the date hereof.

         (b)      Pro forma financial information.

                  It  is  impracticable  for  the  Company  to  file  pro  forma
financial statements taking into account the acquisitions described in Item 2 of
this  Current  Report on Form 8-K  concurrently  with the filing of this Report.
Such pro forma  financial  statements  will be filed with the  Commission at the
time the financial statements for these acquisitions are filed.

         (c)      Exhibits

10.1     Stock  Purchase  Agreement  effective  as of May  13,  1996  among  the
         Company,  COMFORCE Technical  Services,  Inc., Project Staffing Support
         Team, Inc., Raphael Rashkin and Stanley Rashkin (filed as an exhibit to
         the Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1996 and incorporated herein by reference).
<PAGE>

10.2     Asset  Purchase  Agreement  effective  as of May  13,  1996  among  the
         Company,   COMFORCE  Technical   Services,   Inc.,  DataTech  Technical
         Services,  Inc.,  Raphael  Rashkin  and  Stanley  Rashkin  (filed as an
         exhibit to the Company's  Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1996 and incorporated herein by reference).

10.3     Asset  Purchase  Agreement  effective  as of May  13,  1996  among  the
         Company,  COMFORCE Technical Services, Inc., RRA, Inc., Raphael Rashkin
         and Stanley  Rashkin  (filed as an exhibit to the  Company's  Quarterly
         Report  on  Form  10-Q  for  the  quarter  ended  March  31,  1996  and
         incorporated herein by reference).

10.4     Letter  Agreement  dated May 6, 1996 amending Asset Purchase  Agreement
         effective  as of May 13,  1996 among the  Company,  COMFORCE  Technical
         Services,  Inc., RRA, Inc.,  Raphael Rashkin and Stanley Rashkin (filed
         as an exhibit to the  Company's  Quarterly  Report on Form 10-Q for the
         quarter ending March 31, 1996 and incorporated herein by reference).

<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 thereunder duly authorized.



                              COMFORCE Corporation
                              --------------------
                              (Registrant)


                              By /s/ Andrew C. Reiben
                                 ---------------------------------------------
                                     Andrew C. Reiben, Chief Financial Officer

Dated:  May 23, 1996  



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