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 2, 1998 (September 25, 1998)
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.)
415 Crossways Park Drive, P.O. Box 9006, Woodbury, New York 11797
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (516) 437-3300
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Item 5. Other Events
On September 25, 1998, John C. Fanning completed the purchase of 3,778,086
shares of the common stock of COMFORCE Corporation (the "Company") held by the
founders of the Company's staffing business. The purchase price for these shares
was $25 million ($6.62 per share). Following the completion of this transaction,
Mr. Fanning joined the Company's Board of Directors as Chairman and became the
Company's Chief Executive Officer. Mr. Fanning was the founder of Uniforce
Services, Inc. ("Uniforce"), which was acquired by the Company and became its
wholly-owned subsidiary in December 1997.
The principal founders of the Company's technical staffing business, James
L. Paterek, formerly the Company's Chairman, Christopher P. Franco, formerly the
Company's Chief Executive Officer, and Michael Ferrentino, formerly the
Company's President, resigned their positions with the Company following the
completion of the transaction, but will remain with the Company serving in
senior management roles. They also relinquished their seats on the Company's
Board of Directors.
The Company's existing five outside Board members have retained their
positions on the Board of Directors. In addition to Mr. Fanning, three
additional members have joined the Company's Board of Directors: Harry
Maccarrone, 51, Gordon Robinett, 63, and Daniel Raynor, 39. All of the new Board
members were previously members of the Board of Uniforce.
Mr. Maccarrone, who currently serves as Vice President - Finance of
Uniforce, joined Uniforce in December 1988 as Assistant Vice President - Finance
and, from May 1989 until December 1997, served as its Vice President - Finance,
Treasurer and Chief Financial Officer.
Mr. Robinett is currently a Director and Vice Chairman of Command Security,
a security services firm based in Poughkeepsie, New York and retired as the Vice
President - Finance and Treasurer of Uniforce in May 1989, after more than 20
years of service.
Mr. Raynor has been President of the General Partner of the Argentum Group,
a private investment firm, since 1987, and since its organization in February
1990, has been Chairman of the General Partners of Argentum Capital Partners,
L.P., a small business investment company.
2.
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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
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Andrew Reiben, Vice President of Finance
Dated: October 2, 1998
3.
