SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the transition period from _________ to __________
Commission file number 1-6081
COMFORCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-23262248
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2001 Marcus Avenue Lake Success, New York 11042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 328-7300
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No _____
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant at March 27, 1997: $76,662,564
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 27, 1997
----- -----------------------------
Common stock, $.01 par value 12,819,649
Documents Incorporated by Reference: None.
<PAGE>
PART III
ITEM 10.
Information Concerning Directors
On February 26, 1997, the Company's Board of Directors amended its Bylaws
to increase the number of directors to seven from four and elected James L.
Paterek and Christopher P. Franco to fill two of the vacancies. The Company is
currently considering candidates to fill the remaining vacancy. This vacancy
will be filled by a non-employee director, which will result in outside
directors constituting a majority of the Board. Directors are elected annually
and hold office until the next annual meeting of the stockholders or until a
successor shall have been duly elected and qualified. There are no family
relationships among the directors and/or executive officers.
Set forth below is information concerning each current director of the
Company.
Name Age
---- ---
James L. Paterek 35
Christopher P. Franco 38
Michael Ferrentino 34
Richard Barber 38
Keith Goldberg 34
Dr. Glen Miller 61
James L. Paterek has served as Chairman of the Board of the Company since
February 1997, having previously served as consultant to the Company since
December 1995. Mr. Paterek was a founder of COMFORCE Telecom and he served as
COMFORCE Telecom's President from 1987 to 1995.
Christopher P. Franco has served as the Chief Executive Officer and a
Director of the Company since February 1997, having previously served as
Executive Vice President of the Company since December 1995. In addition, Mr.
Franco has served as Secretary of the Company since December 1995. From 1993 to
1995, Mr. Franco served as Vice President and General Counsel of Spectrum
Information Technologies, Inc. (wireless transmissions, telecommunications and
franchiser of computer stores). From 1985 to 1993, Mr. Franco practiced law,
principally in the field of corporate securities, with the law firms of
Fulbright & Jaworski (Houston), Cummings & Lockwood (Hartford) and Kelley Drye &
Warren (New York).
Michael Ferrentino has served as the President and a Director of the
Company since December 1995. Mr. Ferrentino was a founder of COMFORCE Telecom,
and he served as COMFORCE Telecom's Executive Vice President from 1987 to 1995.
From 1984 through 1987, he was employed by Dun & Bradstreet.
Richard Barber has served as a Director since December 1995. He is a
partner at L.H. Friskoff & Company, a certified public accounting firm. Mr.
Barber is a member of the American Institute of Certified Public Accountants,
the New York State Society of Certified Public Accountants and served as a
committee member of the New York State Real Estate Accounting Committee.
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Keith Goldberg has served as a Director since December 1995. He is a
partner at J. Walter Thompson Advertising. Previously, he worked for BBDO
Advertising as an Associate Creative Director from 1994 to 1995. From 1989
through 1994, he served as a Vice President at Young & Rubicam (advertising).
Mr. Goldberg is the recipient of several advertising industry awards.
Dr. Glen Miller has served as a Director since December 1995. He is a Vice
President of Cybertel Network Systems, a telecommunications service company.
From 1990 to 1994, Dr. Miller was responsible for strategic planning for the
Harris Corporation. From 1984 to 1990, he was responsible for the direction and
arrangement of business activities in various markets nationwide for GTE
Telecom, a telecommunications company. Dr. Miller is a retired Colonel, U.S. Air
Force.
Information Concerning Executive Officers
On February 26, 1997, the Company's Board of Directors elected James L.
Paterek to the position of Chairman of the Board and Christopher P. Franco to
the position of Chief Executive Officer. Mr. Paterek had previously served as a
consultant to the Company and Mr. Franco had served as the Company's Executive
Vice President. Set forth below is information concerning each executive officer
of the Company.
Name Age Position
---- --- --------
James L. Paterek 35 Chairman
Christopher P. Franco 38 Chief Executive Officer and
Secretary
Michael Ferrentino 34 President
Paul J. Grillo 44 Vice President - Finance and Chief
Financial Officer
Andrew Reiben 32 Director of Finance and Chief
Accounting Officer
Malcolm High 45 Corporate Controller
James L. Paterek. See "Information Concerning Directors" in this Item 10
for information concerning Mr. Paterek.
Christopher P. Franco. See "Information Concerning Directors" in this Item
10 for information concerning Mr. Franco.
Michael Ferrentino. See "Information Concerning Directors" in this Item 10
for information concerning Mr. Ferrentino.
Paul J. Grillo has served as Vice President - Finance and Chief Financial
Officer of the Company since July 1996. From July 1991 to July 1996, Mr. Grillo
provided business planning and acquisition advisory services to a number of
industries including telecommunications, contract services, manufacturing,
publishing and real estate management. From April 1980 to June 1991, Mr. Grillo
served as Senior Vice President - Finance, Treasurer and Chief Financial Officer
of Butler Service Group, Inc., an international contract technical staffing
services company. Mr. Grillo is a certified public accountant.
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Andrew Reiben has served as Chief Accounting Officer of the Company since
February 1996 and as Director of Finance of the Company since April 1997. From
June 1993 to February 1996, Mr. Reiben served as Controller of Daystar Robinson,
a C.H. Robinson company (New York). From September 1987 to June 1993, Mr. Reiben
was a Senior Accountant with Coopers & Lybrand LLP (New York), a certified
public accounting firm. Mr. Reiben is a certified public accountant.
Malcolm High has served as the Corporate Controller of the Company since
April 1997. Prior thereto, from 1985 to March 1997, Mr. High held various
positions with TAD Resources International, Inc. (staffing services), including
Vice President (1991 to March 1997), Corporate Controller (1989 to March 1997)
and Assistant Corporate Controller (1985 to 1989). He is an associate member of
the Chartered Institute of Management Accountants (ACMA) of the United Kingdom.
Executive officers are appointed by the Board of Directors and serve at the
pleasure of the Board. There are no family relationships among the executive
officers and/or directors, nor are there any arrangements or understandings
between any officer and another person pursuant to which he was appointed to
office except as may be hereinafter described.
Employment Agreements
The Company entered into employment agreements with all of its executive
officers. In most cases, these agreements are for a term of two years and are
terminable by the Company only for "just cause." "Just cause" includes the
employee's consistent failure to follow written policies or directions, wrongful
conduct which has or is expected to have a material adverse effect on the
Company, material violations of the employment agreement and disruption of a
harmonious work environment, except that, following a change in control of the
Company, the term "just cause" is generally limited in application to criminal
acts. Under these agreements, each of the executives named in the Summary
Compensation Table under Item 11, Christopher P. Franco, the Chief Executive
Officer and Secretary of the Company, and Michael Ferrentino, the President of
the Company, is entitled to annual compensation of $150,000, plus such bonuses
as are awarded by the Board, and each is entitled to participate in the
Company's normal benefit programs. If the Company terminates either agreement,
the employee shall be entitled to receive full compensation and to continue to
participate in the Company's benefit programs for the greater of one year or the
balance of the term of the agreement, payable in full at the time of
termination. Each agreement contains customary confidentiality, non-disclosure
and employee non-solicitation provisions.
Compensation Committee Interlocks and Insider Participation
During 1996, Michael Ferrentino, Keith Goldberg and Dr. Glen Miller served
as the Company's Compensation Committee. There are no interlocking
relationships, as defined in the regulations of the Securities and Exchange
Commission, involving any of these individuals.
ITEM 11. EXECUTIVE COMPENSATION
Directors' Compensation
Non-employee directors receive fees of $1,000 per quarter. In addition,
during 1996, under the Company's Long-Term Stock Investment Plan (the "Long-Term
Plan"), each non-employee director received options to purchase (i) 10,000
shares of the Company's Common Stock as of January 1, 1996 (the effective date
of the non-employee director option provisions under the Long-Term Plan) at an
exercise price of $6.75 per share, and (ii) 10,000 shares of the Company's
Common Stock as of October 28, 1996 (the date of reelection of each such
non-employee director to the Board) at an exercise price of $17.00 per share.
Under the Long-Term Plan, each non-employee director is entitled to receive
options to purchase 10,000 shares of Common Stock upon his initial election to
the Board and, annually thereafter, upon his reelection to the Board, at an
exercise price equal to the market price on the date of
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grant. All options granted to non-employee directors under these
non-discretionary provisions of the Long-Term Plan provide that the options
become exercisable one year from the date of grant and terminate 10 years from
the date of grant.
Executive Officer Compensation
The following table shows all compensation paid by the Company and its
subsidiaries for the fiscal years ended December 31, 1996, 1995 and 1994, to
each person who has served as the chief executive officer of the Company at any
time since the beginning of the last completed fiscal year and to the Company's
most highly compensated executive officers who served as executive officers
during the last fiscal year whose income exceeded $100,000 (the "Named Executive
Officers"). No other executive officers of the Company received compensation in
excess of $100,000 in 1996.
Summary Compensation Table
Name and Position Year Annual Compensation Long Term Compensation
- ----------------- ---- ------------------- ----------------------
Salary Bonus Awards
($) ($) Options/SAR's (#)
- --------------------------------------------------------------------------------
Christopher P. Franco 1996 150,000 -- 112,500(2)
Chief Executive 1995 28,846 739,264(1) --
Officer and Secretary 1994 -- -- --
Michael Ferrentino, 1996 150,000 -- 281,250(2)
President 1995 79,703 739,264(1) --
1994 -- -- --
(1) This amount represents the value of shares of Common Stock which the
Company issued or agreed to issue in 1995 to Messrs. Franco and Ferrentino
for agreeing to direct the Company's entry into the technical staffing
business. Management valued the shares based on its discussions with market
makers and other advisors, taking into account (i) that the business then
conducted by the Company, which was discontinued during the third quarter
of 1995, had a negligible value, and (ii) the value of the shares was
principally related to the potential effect that a purchase of COMFORCE
Telecom, if successfully concluded, would have on the market value of the
Company's Common Stock. Management believes this value is a fair and
appropriate value based upon the Company's financial condition as of the
date the Company became obligated to issue these shares. See Item 13.
(2) The options shown are currently exercisable options to purchase the
Company's Common Stock at an exercise price of $6.75 per share. These
options were granted pursuant to a letter agreement dated June 29, 1995 and
subsequently amended as of October 6, 1995.
Option Awards. The following table sets forth information concerning
options to purchase the Company's Common Stock granted to Named Executive
Officers in 1996. No stock appreciation rights were awarded to any of the Named
Executive Officers in 1996.
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<PAGE>
Option Grants in Fiscal Year 1996
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term2
- --------------------------------------------------------------------------------------------- -------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Name Option/SARs Employees or Base Price Expiration
Granted (#)1 in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Christopher P. Franco 112,500 9.0% $6.75 1/10/06 477,563 1,210,275
Michael Ferrentino 281,250 22.6% $6.75 1/10/06 1,193,916 3,025,620
</TABLE>
(1) The options shown are currently exercisable options granted to purchase the
Company's Common Stock at an exercise price of $6.75 per share. These
options were granted pursuant to a letter agreement dated June 29, 1995 and
subsequently amended as of October 6, 1995. These options terminate on
January 10, 2006.
(2) The potential realizable value shown is calculated based upon appreciation
of the Common Stock issuable under options, calculated over the full term
of the options assuming 5% and 10% annual appreciation in the value of the
Company's Common Stock from the date of grant, net of the exercise price of
the options.
Option Values. The following table sets forth information concerning the
aggregate number and values of options held by Named Executive Officers as of
December 31, 1996. None of the Named Executive Officers hold stock appreciation
rights and none of the Named Executive Officers exercised any options in 1996.
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Fiscal Year End (#) Fiscal Year End ($)
Exercisable/ Exercisable/
Name Unexercisable(1) Unexercisable(1)
- --------------------------------------------------------------------------------
Christopher P. Franco 112,500/0 $843,750/0
Michael Ferrentino 281,250/0 $2,109,375/0
(1) This information is presented as of December 31, 1996. See Note 1 to the
"Option Grants in Fiscal Year 1996" table and the notes to the "Summary
Compensation Table" in this Item 11 for a description of the terms of the
options listed in this table.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares and percentage of
Common Stock beneficially owned as of April 28, 1997 by (i) each person who is
known by the Company to own beneficially more than 5% of the shares of Common
Stock, (ii) each director and executive officer of the Company, and (iii) all
directors and executive officers of the Company as a group (nine persons).
Unless stated otherwise, each person so named exercises sole voting and
investment power as to the shares of Common Stock so indicated. None of the
officers or directors own any shares of the outstanding Series F Preferred
Stock. There were 12,819,649 shares of Common Stock issued and outstanding as of
April 28, 1997.
Number of Percentage of
Name and Address of Shares Beneficially Shares Beneficially
Beneficial Owner Owned(1) Owned(1)
- --------------------------------------------------------------------------------
Management:
Christopher P. Franco(2) 1,002,294 7.7%
2001 Marcus Avenue
Lake Success, New York 11042
James L. Paterek(3) 1,947,572 14.9%
2001 Marcus Avenue
Lake Success, New York 11042
Michael Ferrentino(4) 2,393,012 18.3%
2001 Marcus Avenue
Lake Success, New York 11042
Andrew Reiben(5) 10,000 *
Paul Grillo -- --
Malcolm High -- --
Dr. Glen Miller(6) 10,000 *
Richard Barber(6) 10,000 *
Keith Goldberg(6) 10,000 *
Directors and officers as a group
((9) persons)(7) 4,493,084 33.2%
Other Significant Stockholders:
ARTRA GROUP Incorporated 1,969,703 15.4%
500 Central Avenue(8)(9)
Northfield, Illinois 60093
Cypress Partners L.P.(10) 730,000 5.7%
P.O. Box 71289
Atlantic Richfield Plaza Station
Los Angeles, California 90071
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Number of Percentage of
Name and Address of Shares Beneficially Shares Beneficially
Beneficial Owner Owned(1) Owned(1)
- --------------------------------------------------------------------------------
Manufacturers Indemnity and
Insurance Company of America(11) 1,212,876 9.3%
5775 Flat Iron Parkway
No. 205
Boulder, Colorado 80301
Infinity Investors Ltd.(12) 1,154,319 8.9%
27 Wellington Road
Cork, Ireland
- ----------
(1) For purposes of this table, shares are considered "beneficially owned" if
the person directly or indirectly has the sole or shared power to vote or direct
the voting of the securities or the sole or shared power to dispose of or direct
the disposition of the securities. A person is also considered to beneficially
own shares that such person has the right to acquire within 60 days, and options
exercisable within such period are referred to herein as "currently
exercisable."
(2) The shares beneficially owned by Mr. Franco, the Chief Executive Officer and
Secretary of the Company include (i) 889,794 shares currently held of record by
him and (ii) 112,500 shares issuable to him upon exercise of an option at an
exercise price of $6.75 per share.
(3) The shares beneficially owned by Mr. Paterek include (i) 1,666,322 shares
currently held of record by him and (ii) 281,250 shares issuable to him upon
exercise of an option at an exercise price of $6.75 per share.
(4) The shares beneficially owned by Mr. Ferrentino, the President and a
Director of the Company, include (i) 999,794 shares currently held of record by
him, (ii) 281,250 shares issuable to him upon exercise of an option at an
exercise price of $6.75 per share, (iii) 889,794 shares held of record by
Christopher P. Franco which are subject to a voting agreement among him, Mr.
Ferrentino, and Kevin W. Kiernan, a Vice President of COMFORCE Telecom, under
which Mr. Ferrentino has voting power (the "Voting Agreement"), and (iv) 222,174
shares held of record by Mr. Kiernan which are subject to the Voting Agreement.
(5) The shares beneficially owned by Mr. Reiben, the Chief Accounting Officer
and Director of Finance of the Company, are shares issuable upon the exercise of
an option at an exercise price of $7.00 per share.
(6) The shares beneficially owned by this individual include 10,000 shares
issuable to him upon exercise of an option at an exercise price of $6.75 per
share.
(7) The shares shown to be beneficially owned by the directors and officers as a
group include (i) 3,555,910 shares held of record by them, (ii) 222,174 shares
held of record by Mr. Kiernan (under which Mr. Ferrentino has voting power),
(iii) 10,000 shares issuable upon the exercise of an option at an exercise price
of $7.25 per share, and (iv) 705,000 shares issuable upon the exercise of an
option at an exercise price of $6.75 per share.
(8) John Harvey and Peter R. Harvey, each of whom formerly served as an officer
and director of the Company, control the management and operations of ARTRA,
which indirectly owns 15.4% of the Company's Common Stock. Insofar as each is
deemed to be a beneficial owner of the Company's shares owned of record in each
case by ARTRA, Peter R. Harvey owns 2,014,536 shares (15.7%) of the Company's
Common Stock and John Harvey owns 2,045,036 shares (15.9%) of the Company's
Common Stock. Each such person maintains a business address at 500 Central
Avenue, Northfield, Illinois 60093.
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(9) ARTRA, a Delaware corporation, presently owns 200,000 shares of record in
its name and 1,769,703 shares of record through a wholly-owned subsidiary,
Fill-Mor Holding, Inc. ("Fill-Mor")(hereinafter all holdings of Fill-Mor are
referred to as ARTRA's).
(10) The shares beneficially owned by Cypress Partners L.P. include (i) 620,000
shares held of record by it and (ii) 110,000 shares held of record by Cypress
International Partners Limited, an affiliate of Cypress Partners L.P.
(11) The shares beneficially owned by Manufacturers Indemnity and Insurance
Company of America ("MIICA") consist of (i) 927,876 shares held of record by
MIICA and (ii) 285,000 shares issuable upon the exercise of a warrant held by
MIICA.
(12) The shares beneficially owned by Infinity Investors Limited ("Infinity")
consist of 933,391 currently outstanding shares and 220,928 shares issuable upon
the exercise of warrants reported by Infinity on its Schedule 13D filed with the
Securities and Exchange Commission ("SEC") as being owned of record by (or
issuable upon the exercise of warrants held in the name of) the following
members of a group: (i) Infinity; (ii) Seacrest Capital Limited; (iii) Fairway
Capital Limited; (iv) Infinity Emerging Opportunities Limited; and (v) Global
Growth Limited.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain of its officers and persons who own more than 10% of the
Company's common stock to file reports of ownership and changes in ownership
with the SEC. Such persons are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to its directors, officers and 10% stockholders for 1996 were
complied with, except for the following: a Form 3 was not timely filed reporting
Andrew Reiben's election as Chief Accounting Officer, but which did not involve
a reportable stock transaction; a Form 4 for each of James L. Paterek,
Christopher P. Franco and Michael Ferrentino was not timely filed reporting the
issuance of stock to each of them by the Company on one occasion, which
transactions had previously been disclosed in the Company's 1996 Proxy
Statement; and a Form 5 was not timely filed reporting the grant of stock
options to each of the Company's directors on one occasion (except Mr. Paterek,
the report for whom was timely filed), which grants had previously been
disclosed in the Company's 1996 Proxy Statement. Each failure to timely file was
inadvertent, none of the persons required to file reports traded any of the
securities beneficially owned by him during the period of noncompliance and all
reports involving these transactions have since been filed with the SEC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 29, 1995, the Company entered into a letter agreement with
Christopher P. Franco, the Chief Executive Officer and Secretary of the Company,
James L. Paterek, the Chairman of the Company, and Michael Ferrentino, the
President of the Company, subsequently amended as of October 6, 1995 (as
amended, the "Letter Agreement"), pursuant to which Messrs. Franco, Paterek and
Ferrentino agreed to direct the Company's entry into the technical staffing
business. As consideration for agreeing to guide the Company's entry into the
technical staffing business, the Company agreed, inter alia, to (i) issue to
Messrs. Franco, Paterek and Ferrentino, and one other individual who agreed to
serve as a Vice President of COMFORCE Telecom, Kevin W. Kiernan (collectively,
the "Designated Individuals"), such number of shares of Common Stock then equal
to 35% of the Company's then issued and outstanding Common Stock together with
additional shares issued and warrants or options to purchase additional shares
granted between October 6, 1995 and December 1, 1995; (ii) sell or otherwise
dispose of all or substantially all of the Company's interest in the businesses
it then operated; (iii) nominate four individuals selected by the Designated
Individuals to serve on the Company's Board of Directors; and (iv) reserve for
issuance to the Designated Individuals and other employees of the Company
options or warrants to purchase 10% of the Company's then issued and outstanding
Common Stock together with additional shares issued and warrants or options to
purchase additional shares granted between October 6, 1995 and December 1, 1995.
In the aggregate, 3,888,084 shares of the Company's Common Stock were
issued to the Designated Individuals in October 1995 and December 1996 in full
satisfaction of the Company's obligations to issue its shares under the terms of
the Letter Agreement, all as follows:
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Name No. of Shares
---- -------------
Michael Ferrentino 999,794
Christopher P. Franco 999,794
James L. Paterek 1,666,322
Kevin W. Kiernan 222,174
---------
Total 3,888,084
These shares have the same rights and privileges as all other shares of the
Company's Common Stock.
The Company made loans in 1995 and 1996 of $367,000 in the aggregate to the
Designated Individuals to cover their tax liabilities resulting from these
transactions. The obligations are evidenced by notes which bear interest at the
rate of 6% per annum and mature on September 30, 1997.
See "Employment Agreements" in Item 10 for a description of the employment
agreements entered into between the Company and each of Messrs. Ferrentino and
Franco.
In October 1995, the Company entered into a consulting agreement with Tarek
Corporation ("Tarek"), a corporation wholly-owned by Mr. Paterek. Mr. Paterek
was a founder of COMFORCE Telecom and served as its President from 1985 to
September 1995. Tarek agreed to engage Mr. Paterek to perform the services
required under the agreement, principally to advise the Company as to
fundamental strategies and policies relating to its operations, as to
acquisitions and the integration of acquired businesses and as to growth
strategies generally. Under the terms of the agreement, Tarek agreed to devote
at least 50 hours per month performing services for the Company. The agreement
was originally for a term of three years, but was terminated upon Mr. Paterek's
election as Chairman of the Company in February 1997. Under this agreement, Mr.
Paterek received compensation of $157,000 annually plus reimbursement for
expenses incurred in performing his duties under the agreement. In addition, Mr.
Paterek was entitled to participate in the Company's normal benefit programs.
Yield Industries, Inc., a corporation wholly-owned by Messrs. Paterek and
Ferrentino earned a fee of $500,000 related to its interest in COMFORCE Telecom
in connection with the Company's acquisition of COMFORCE Telecom, $250,000 of
which was paid in 1995 and the balance of which was paid in January 1996. Yield
Industries, Inc. was not affiliated with COMFORCE Telecom.
The Company paid L.H. Friskoff & Company, a certified public accounting
firm at which Richard Barber, a Director of the Company, is a partner,
approximately $104,000 in fees during 1996 for tax-related advisory services.
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SIGNATURE
The undersigned registrant hereby files this amendment to its Annual Report
on Form 10-K/A for the year ended December 31, 1996 to include the information
required by Part III thereto.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMFORCE Corporation
By: /s/ Michael Ferrentino
----------------------------
Michael Ferrentino
President
Date: April 30, 1997
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