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): October 28, 1997 (October 27,
1997)
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) 328-7300
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ITEM 5. OTHER EVENTS.
COMFORCE Corporation incorporates herein the description of the transaction
included in Exhibit 99.1 to this Current Report on Form 8-K.
<PAGE>
(c) Exhibits
99.1 Press Release dated October 27, 1997.
<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: October 28, 1997
Exhibit 99.1 COMFORCE Corporation
2001 Marcus Avenue
Lake Success, NY 11042
ASE:CFS
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
Paul J. Grillo Doug DeLieto Christina Howard Marty Gitlin
Chief Financial Officer (General Info) (Analyst Info) (Media Info)
(516) 328-7300 (212) 661-8030
[email protected]
FOR IMMEDIATE RELEASE
October 27, 1997
COMFORCE CORPORATION COMMENCES TENDER OFFER
FOR SHARES OF UNIFORCE SERVICES, INC.
Lake Success, NY -- October 27, 1997 -- COMFORCE Corporation (ASE:CFS), a
provider of staffing, consulting and outsourcing services, announced that it is
commencing a tender offer today for all of the common stock of Uniforce
Services, Inc. (ASE:UFR), also a provider of staffing, consulting and
outsourcing services. For each outstanding share of Uniforce common stock,
COMFORCE is offering $28.00 and 0.5217 shares of its common stock. The tender
offer is expected to remain open through November 24, 1997 unless extended.
COMFORCE values the transaction at approximately $105 million.
COMFORCE and Uniforce announced on August 14, 1997 that they had reached
agreement for COMFORCE to acquire Uniforce, and that a tender offer would
commence when the registration statement to register the shares to be offered
was declared effective by the Securities and Exchange Commission. The SEC today
declared effective COMFORCE's registration statement.
Following the tender offer, COMFORCE plans to merge Uniforce into a wholly-owned
subsidiary. The board of directors of COMFORCE and Uniforce have approved the
proposed transactions. As previously announced, in August 1997, COMFORCE entered
into an agreement with the holder of approximately 60% of Uniforce's common
stock to tender his shares to COMFORCE and to vote in favor of the transactions.
The agreement between COMFORCE and Uniforce is subject to certain conditions,
including the successful completion of necessary financing by COMFORCE. COMFORCE
has retained and is working with NatWest Capital Markets Limited, as well as
certain commercial lending institutions, in connection with arranging necessary
financing and expects to finalize financing arrangements on satisfactory terms
in order to timely complete the purchase of Uniforce shares tendered and close
the transactions.
COMFORCE Corporation is a provider of staffing, consulting and outsourcing
solutions focused on the high technology needs of the telecommunications,
information technology and technical market sectors worldwide.
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