<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1998
Registration No. 333-
---------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
COMFORCE Corporation
(Exact name of registrant as specified in its charter)
Delaware 7361 36 - 2262248
- ------------------------ ------------------------ -------------------
(State or other jurisdiction (Primary Standard (I.R.S Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
COMFORCE Corporation
2001 Marcus Avenue
Lake Success, New York 11042
(516) 328-7300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------
Christopher P. Franco
Chief Executive Officer
COMFORCE Corporation
2001 Marcus Avenue
Lake Success, New York 11042
(516) 328-7300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copy to:
David G. Edwards, Esquire
Doepken Keevican & Weiss Professional Corporation
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219-2703
(412) 355-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
(Cover page continued)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
<PAGE>
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [ X ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price Per Share Aggregate Offering Price Registration
Registered (2) (2) Fee
- ----------------------------- ------------------ ------------------------ ------------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 248,679 $8.25 $2,051,602 $606
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- ------------------------------------------------------------------------------------------------------------------------
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(1) Includes certain shares of common stock (the "Common Stock"), of
COMFORCE Corporation (the "Company") issuable pursuant to the terms a
contract entered with the Company.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Company's shares of Common Stock traded on the American Stock Exchange
within five business days prior to the filing of this Registration
Statement. The per share price of $8.25 represents such average on
August 11, 1998, a date within five business days prior to the filing of
this (the fee as to which is paid herewith).
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION DATED AUGUST 18, 1998
PROSPECTUS
248,679 Shares
COMFORCE Corporation
COMMON STOCK
COMFORCE Corporation, a Delaware corporation (the "Company") is a
provider of staffing, consulting and outsourcing solutions that address the high
technology needs of businesses.
The shares of common stock, par value $.01 per share ("Common Stock"),
of the Company covered by this Prospectus ("Shares") may be offered from time to
time on the American Stock Exchange or otherwise at prices then obtainable by or
for the account of the existing security holders of the Company named herein and
any transferees, pledgees or assignees thereof ("Selling Stockholders"). See
"Selling Stockholders" and "Plan of Distribution."
In certain cases the Selling Stockholders, brokers executing sales
orders on their behalf and dealers purchasing Shares from the Selling
Stockholders for resale, may be deemed to be "underwriters," as that term is
defined in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and any profit on the
resale of Common Stock purchased by them may be deemed underwriting commissions
or discounts under the Securities Act.
The Company will not receive any proceeds from sales of the Shares.
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
On August 5, 1998, the closing price of the Common Stock on the
American Stock Exchange was $8.50 per share. The Company will bear certain of
the expenses of this offering, estimated to be $5,000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information .................................................... 2
Incorporation of Certain Documents ....................................... 3
Risk Factors.............................................................. 4
The Company............................................................... 9
Use of Proceeds........................................................... 9
Selling Stockholders...................................................... 10
Plan of Distribution...................................................... 10
Legal Matters............................................................. 11
Experts................................................................... 11
</TABLE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), in Washington, D.C., a Registration Statement on Form S-3,
together with all amendments and exhibits thereto (the "Registration Statement")
under the Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. Statements made in the Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material
may be obtained upon written request from the Public Reference Section of the
Commission at the address set forth above upon payment of prescribed fees. The
Commission also maintains a Web site at "http://www.sec.gov" which contains
reports, proxy statements and other information regarding registrants that file
electronically with the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information may be inspected at the Public Reference
Section of the Commission or the Commission's regional offices at the addresses
set forth above or accessed through the Commission's Web site identified above,
and copies of such material may be obtained upon written request from the Public
Reference Section of the Commission upon payment of prescribed fees.
The Common Stock of the Company is listed on the American Stock
Exchange and such reports, proxy material and other information are also
available for inspection at the American Stock Exchange, 86 Trinity Place, New
York, New York 10006.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 1-06081) pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
1. Annual Report on Form 10-K for the Year ended December
31, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
3. Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
4. The description of the Company's Common Stock included in
the Registration Statement on Form 8-A filed October 10,
1985, as amended by Amendment No. 1 thereto on Form 8-A/A
dated July 25, 1997.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of filing of such document. Any statement contained in this Prospectus or in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of the
Registration Statement and this Prospectus to the extent that a statement
contained in this Prospectus, or in any subsequently filed document that also is
or is deemed to be incorporated by reference in this Prospectus, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the request of any such person, a copy of
any or all of the documents which are incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies should
be directed to COMFORCE Corporation, 2001 Marcus Road, Lake Success, New York
11042 to the attention of Linda Connolly, telephone (516) 328-7300.
3
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should
consider carefully the factors set forth below, as well as other information
contained in this Prospectus, before making a decision to purchase the Common
Stock offered hereby. This Prospectus contains, in addition to historical
information, forward-looking statements that involve risks and uncertainties.
The Company's actual results could differ materially from those projected or
suggested in any forward-looking statement. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
below as well as those discussed elsewhere in this Prospectus.
Absence of Combined Operating History; Potential Inability to Integrate Acquired
Businesses
The Company's contingent staffing and consulting business has been
developed principally through the acquisition of established staffing and
consulting businesses, all of which have been acquired since October 1995. Prior
to their acquisition by the Company, each of these acquired companies operated
as a separate independent entity. The Company's officers have had limited
experience in managing companies as large and as rapidly growing as the Company.
The Company's strategy of continuing its growth and expansion will place
additional demands upon the Company's current management and will require
additional information systems and management, operational and other financial
resources. The Company will seek to improve its financial results through the
integration of its operations, including through the consolidation of back
office activities, branch system rationalization and personnel-related cost
savings. However, there can be no assurance that the Company's management will
be able to adequately manage the combined entity, will be able to implement its
plans without delay, will not encounter unanticipated problems in connection
with such efforts or, when and if such plans are implemented, will achieve the
reductions in expenses currently anticipated. In addition, if the Company is
unable to hire and retain the management personnel needed to manage acquired
businesses, if such personnel are unable to achieve anticipated performance
levels or if the Company is unable to implement effective controls, the
Company's business, financial condition and results of operations could be
materially adversely affected.
Effect of Fluctuations in the General Economy
Demand for staffing and consulting services is significantly affected
by the general level of economic activity in the country. Companies use staffing
and consulting services to manage personnel costs and changes in staffing needs,
in part due to business fluctuations. When economic activity increases,
employees from staffing and consulting companies are often added before
full-time employees are hired. During such times, there is intense competition
among staffing and consulting companies for qualified personnel for placement.
As economic activity slows, many companies reduce their usage of employees from
staffing and consulting companies before undertaking layoffs of their regular
employees, and the Company may experience more competitive pricing pressure
during such periods of economic downturn. As a result, any significant economic
downturn could have a material adverse effect on the Company's business,
financial condition and results of operations. Similarly, there can be no
assurance that during periods of increased economic activity and higher general
employment levels the Company will be able to recruit and retain sufficient
personnel to meet the needs of its clients.
Potential Impairment of Intangible Assets
More than 50% of the Company's total assets are intangible assets.
These intangible assets substantially represent amounts attributable to goodwill
recorded in connection with the Company's acquisitions and are generally
amortized over a five to forty year period, resulting in significant annual
charges. Various factors could impact the Company's ability to generate the
earnings necessary to support this amortization schedule, including fluctuations
in the economy, the degree and nature of competition, demand for the Company's
services, and the Company's ability to integrate the operations of acquired
businesses, to recruit and place staffing professionals, to expand into new
markets and to maintain gross margins in the face of pricing pressures. Although
management does not believe any impairment has occurred through the date of this
Prospectus, the failure of the Company to generate earnings necessary to support
the amortization charge may result in an impairment of the asset. The resulting
write-off could have a material adverse effect on the Company's business,
financial condition and results of operations.
4
<PAGE>
Impact of Pricing Pressure on Margins
Price competition in the contingent staffing and consulting industry is
intense. Pricing pressure from competitors and customers is increasing. The
trend toward larger customers demanding national contracts with a few preferred
providers of staffing and consulting services has resulted, in many cases, in
competitive bidding and determinations based on price, so that margins on these
contracts may be less than the historical margins for providing these staffers.
In addition, the trend toward national contracts may limit the ability of
staffing and consulting firms to pass on all employee costs to customers.
Finally, large, traditional staffing firms have begun to enter the specialty
staffing and consulting sector, and, as a result, margins may decrease,
particularly for the less highly skilled personnel in this sector. There can be
no assurance that the Company will be able to maintain or increase its current
margins, the reduction of which could have a material adverse effect on the
Company's financial condition and results of operations, including cash flow.
Substantial Leverage; Restrictions Imposed by Terms of Indebtedness
The Company is highly leveraged. This leverage could have important
consequences, including the following: (i) the ability of the Company to obtain
additional financing for working capital, capital expenditures, debt service
requirements or other purposes may be impaired; (ii) a substantial portion of
the Company's cash flow from operations will be required to pay the Company's
debt service; (iii) the Company may be more highly leveraged than companies with
which it competes, which may place it at a competitive disadvantage; (iv) the
Company may be particularly vulnerable in the event of a downturn in its
business or in the economy generally; and (v) the Company is vulnerable to
increases in interest rates to the extent of its borrowings under its credit
facility with a commercial lender.
In addition, the terms and conditions of the indentures governing its
public debt obligations and the agreements evidencing its credit facility impose
restrictions that affect the ability of the Company to incur debt, make
distributions, make acquisitions, create liens and make capital expenditures.
These instruments also require the Company to maintain specified financial
ratios and tests and limit its capital expenditures, affiliate payments and
dividends. The ability of the Company to comply with such covenants and
restrictions can be affected by events beyond its control, and there can be no
assurance that either the Company will achieve operating results that will
comply with such provisions.
Risks Associated with Acquisitions
The ability of the Company to achieve growth through acquisition will
depend on a number of factors, including the availability of attractive
acquisition opportunities, the availability of funds needed to complete
acquisitions, the availability of working capital needed to fund the operations
of acquired businesses and the effect of existing and emerging competition on
operations. The Company's acquisitions may not achieve levels of revenue,
profitability or productivity comparable to those of the Company's existing
operations or may not otherwise perform as expected. Acquisitions also involve
special risks, including risks associated with unanticipated liabilities and
contingencies, diversion of management attention and possible adverse effects on
earnings resulting from increased goodwill amortization, increased interest
costs, the issuance of additional securities and difficulties related to the
integration of the acquired business. The Company is actively seeking additional
acquisition opportunities, although the Company has no agreements,
understandings or plans regarding any material acquisitions at this time. There
can be no assurance that the Company will be able to successfully identify
additional suitable acquisition candidates, complete additional acquisitions or
integrate acquired businesses into its operations.
5
<PAGE>
Future Capital Needs; Uncertainty of Financing; Potential Dilution
The Company will need to obtain additional financial resources to fund
its strategy of growth through acquisition, geographic expansion and market
development. The Company can give no assurance that (i) additional financing
will be available or, if available, that it will be available on terms
acceptable to the Company, or (ii) the Company's existing capital resources,
including the amounts available for borrowing under the Company's lines of
credit and the Company's cash flow from operations, will either individually or
collectively be sufficient to fund future acquisitions or satisfy the Company's
working capital requirements. If additional funds are raised by issuing equity
securities, the Company's stockholders may experience dilution. Further, such
equity securities may have rights, preferences, or privileges senior to those of
the Common Stock. There also can be no assurance that the Company or any of the
acquired businesses will generate positive cash flow or that adequate financing
or capital resources will be available as needed or on terms acceptable to the
Company. A lack of available funds may require the Company to delay, scale back
or eliminate all or some of its market development and acquisition projects.
Liabilities for Customer and Employee Actions
Contingent staffing and consulting firms are in the business of
employing people and placing them in the workplace of other businesses. An
attendant risk of such activity includes possible claims by customers of
employee misconduct or negligence, including claims of discrimination and
harassment, as well as claims relating to employment of illegal aliens and other
similar claims. The Company has policies and guidelines in place to reduce its
exposure to these risks. However, a failure to follow these policies and
guidelines may result in negative publicity and the payment by the Company of
money damages or fines. Although the Company historically has not had any
significant problems in this area, there can be no assurance that the Company
will not experience such problems in the future. The Company is also exposed to
liability with respect to actions taken by its employees while on assignment,
such as damages caused by employee errors, misuse of customer proprietary
information or theft of customer property. Although the Company maintains
insurance, due to the nature of the Company's assignments, in particular its
access to customer information systems and confidential information, and the
potential liability with respect thereto, there can be no assurance that
insurance coverage will continue to be available or that it will be adequate to
cover any such liability.
Increases in Unemployment Insurance Premiums and Workers' Compensation Rates
The Company is required to pay unemployment insurance premiums and
workers' compensation benefits for its billable employees. Unemployment
insurance premiums are set annually by the states in which employees perform
services and could increase as a result of, among other things, increased levels
of unemployment and the lengthening of periods for which unemployment benefits
are available. Workers' compensation costs have increased as various states in
which the Company conducts operations have raised levels of compensation and
liberalized allowable claims. The Company may incur costs related to workers'
compensation claims at rates higher than anticipated if higher than anticipated
losses or an increase in the number or the severity of claims is experienced. In
addition, the Company's costs could increase as the result of any future health
care reforms. Certain federal and state legislative proposals have included
provisions extending health insurance benefits to billable employees who do not
presently receive such benefits. There can be no assurance that the Company will
be able to increase the fees charged to its customers in a sufficient amount to
cover increased costs related to workers' compensation, unemployment insurance
and health care reforms or other employment-related regulatory changes. Further,
there can be no assurance that the Company will be able to obtain or renew
workers' compensation insurance coverage in amounts and types desired at
reasonable premium rates.
Dependence on Availability of Qualified Staffing Personnel
The Company depends on its ability to attract, train and retain
personnel who possess the skills and experience necessary to meet the staffing
and consulting requirements of its customers. Competition for individuals with
proven skills in certain areas, particularly information technology and
telecommunications, is intense. The Company competes for such individuals with
other contingent staffing and consulting firms, systems integrators, providers
of outsourcing services, computer systems consultants, customers and personnel
agencies. The Company must continually evaluate, train and upgrade its base of
available personnel to keep pace with changing customers' needs and emerging
technologies. There
6
<PAGE>
can be no assurance that qualified personnel will continue to be available to
the Company in sufficient numbers and on economic terms acceptable to the
Company. In addition, although the Company's employment agreements contain
non-compete covenants, there can be no assurance that the Company can
effectively enforce such agreements against its former employees.
Highly Competitive Market
The contingent staffing and consulting industry is highly competitive.
Heightened competition for customers as well as for contingent personnel could
adversely impact the Company's margins. Heightened competition for customers
could result in the Company being unable to maintain its current fee scales
without being able to reduce the personnel costs of its billable employees.
Large, traditional staffing companies have begun to enter the specialty staffing
and consulting sector, and, as a result, margins may decrease, particularly for
the less highly skilled personnel in that sector. Conversely, barriers to entry
to certain types of contingent staffing businesses, particularly the more
traditional sector, are low, and the Company could experience competition from
additional competitors entering the business. Shortages of qualified personnel
currently exist in some specialty sectors and shortages could occur in other
sectors in the future. Such shortages may result in the Company being unable to
fulfill its customers' needs. Moreover, customers could employ personnel
directly (rather than using the Company's services) to ensure the availability
of such personnel. Certain of the Company's competitors have greater marketing,
financial and personnel resources than the Company does and could provide
increased competition to the Company. The Company expects that the level of
competition will remain high in the future, which could have a material adverse
effect on the Company's business, financial condition and results of operations.
Additionally, in certain markets the Company has experienced significant pricing
pressure from some of its competitors.
Dependence on Key Personnel
The Company is highly dependent on its management. The Company's
success depends upon the availability and performance of James L. Paterek, the
Chairman of the Company, Christopher P. Franco, the Chief Executive Officer of
the Company, and Michael Ferrentino, the President of the Company. The loss of
services of any of these key persons could have a material adverse effect upon
the Company. The Company has entered into employment agreements with all of such
individuals which include covenants not to engage in a business similar to that
of the Company for a period of two years after termination of employment for any
reason, as well as customary non-disclosure and employer non-solicitation
provisions. The Company does not maintain key man life insurance on any of these
individuals.
Risks Related to the Loss of Key Customers
As is common in the staffing industry, the Company's engagements to
provide services to its customers are generally non-exclusive, of a short-term
nature and subject to termination by the customer with little or no notice. On a
historical basis, for 1997, sales to the Company's two largest customers each
accounted for more than 10% of the Company's revenues. In addition, the Company
has numerous other significant customers. The loss of or a material reduction
in the revenues from any of the Company's significant customers could have an
adverse effect on the Company's business, results of operations and financial
condition.
Licensing Risks
The Company derives a portion of its net income from licensed
operations in the Professional Services portion of its Staffing Services
division. Licensees may terminate their agreements, resulting in a loss of
revenues. While the Company's licensing agreements contain non-competition
covenants, former licensees may pay the Company an amount based on a
predetermined formula and thereafter continue the operation of the business
independently of the Company and compete with the Company. The licenses are
franchises under federal and state laws and regulations, and the Company must
comply with such federal and state laws and regulations governing the sale of
franchises, and with state laws concerning the ongoing relationship with
licensees (including the termination and non-renewal of such relationships). The
Company is subject to the risk of litigation with licensees pursuant to such
laws or otherwise.
7
<PAGE>
Control by Insiders
Current management of the Company currently controls a significant
percentage of the Company's outstanding shares of Common Stock. As a result,
such persons are expected to have the ability to significantly influence all
issues submitted to the Company's stockholders including with respect to its
management and the selection of its Board of Directors. Such concentration of
ownership could limit the price that certain investors might be willing to pay
in the future for shares of Common Stock and could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from attempting to acquire, control of the Company.
Anti-Takeover Provisions
Certain provisions of the Company's Certificate of Incorporation and
Bylaws authorize the issuance of "blank check" Preferred Stock and the
establishment of advance notice requirements for director nominations and
actions to be taken at stockholder meetings. These provisions could discourage
or impede a tender offer, proxy contest or other similar transaction involving
control of the Company, including transactions in which the stockholders might
otherwise receive a premium for their shares over then current market prices and
other transactions that they may deem to be in their best interests. In
particular, the issuance of preferred stock could have an adverse effect on
holders of Common Stock by delaying or preventing a change in control of the
Company, making removal of the present management of the Company more difficult
or resulting in restrictions upon the payment of dividends and other
distributions to the holders of Common Stock. For example, the Company could
issue shares of preferred stock with extraordinary voting rights or liquidation
preferences to make it more difficult for a hostile acquiror to gain control of
the Company. In addition to the anti-takeover effect of the issuance of
preferred stock, holders of preferred stock have a preferred position over
holders of common stock on liquidation, the right to a fixed or minimum dividend
before any dividend is paid (or accrued) on common stock, and the right to
approve certain extraordinary corporate matters.
No Cash Dividends
The Company anticipates that for the foreseeable future its earnings
will be retained for the operation and expansion of its business and that it
will not pay cash dividends on its Common Stock. In addition, the Company's
credit facility prohibits the payment of cash dividends on the Common Stock
without the consent of the lender, and the indentures governing its public debt
obligations restrict the payment of such dividends.
Impact of Year 2000
Some older computer programs were written using two digits rather than
four to define the applicable year. As a result, those computer programs have
time-sensitive software that recognizes a date using "00" as the year 1900
rather than 2000. This failure to use four digits to define the applicable year
has created what is commonly referred to as the "Year 2000 Issue" and could
cause a system failure or miscalculations causing disruption of operations,
including a temporary inability to process transactions or engage in similar
normal business activities. The Company recognizes the need to ensure that its
operations will not be adversely impacted by the Year 2000 Issue. In the course
of evaluating the potential impact to the Company of the Year 2000 Issue, the
Company has been in communications with its customers. Although the Company does
not believe that the Year 2000 Issue will have a significant impact on it
operations based upon its review of its internal computing systems, the failure
of the Company's customers to address the Year 2000 Issue could have unforseen
consequences to the Company.
Possible Volatility of Stock Price
From time to time, there may be significant volatility in the market
price for the Company's Common Stock. Quarterly operating results of the Company
or of other staffing companies, changes in general conditions in the economy,
the financial markets or the staffing industry, natural disasters or other
developments could cause the market price of the Company's Common Stock to
fluctuate substantially. In addition, in recent years the stock market has
experienced extreme price and volume fluctuations. This volatility has had a
significant effect on the market prices of securities issued by many companies
for reasons unrelated to their operating performance.
8
<PAGE>
THE COMPANY
The Company is a leading provider of specialty staffing, consulting and
outsourcing solutions primarily to Fortune 500 companies for their information
technology ("IT"), telecommunications, scientific and engineering-related needs.
Through its network of 88 offices (57 Company-owned and 31 licensed) located
throughout the United States, the Company recruits and places highly skilled
contingent personnel and outsources payrolling and other financial services for
a broad customer base of over 2,300 companies. The Company's labor force
includes approximately 8,000 billable employees, consisting primarily of
computer programmers, systems consultants and analysts, telecommunications and
other engineers and technicians, scientists and researchers, as well as skilled
office support personnel.
The Company operates through four divisions, as described below:
COMFORCE Information Technologies. The Company's IT division provides
highly skilled programmers, help desk personnel, systems consultants and
analysts, software engineers and project managers for a wide range of technical
assignments, including client server, mainframe, Year 2000, desktop services,
internet/intranet and MIS. The IT division also provides payrolling services in
addition to these staffing solutions to certain of its IT customers.
COMFORCE Telecom. The Company's Telecom division provides skilled
personnel to plan, design, engineer, install and maintain wireless and wireline
telecommunications systems, including cellular, PCS, microwave, radio, satellite
and other networks. The Company's staffing and consulting business originated
with this specialty sector, and the Company and several of the companies it has
acquired have long-standing relationships with leading telecommunications
companies.
COMFORCE Staffing Services. The Company's Staffing Services division
operates in two areas, Technical Services and Professional Services. The Company
provides Technical Services, including in some cases payrolling services, to a
group of technology-intensive clients working in the areas of aerospace,
avionics, electronics, laser and weapons technology, environmental safety and
alternative energy source development. The Company's Technical Services business
is generally conducted through long-term, high-volume contracts that are not
subject to fixed prices and require low administrative overhead. The Company
offers Professional Services through both Company-owned and licensed offices to
clients in need of medical office staffing solutions, office automation
personnel, customer service/call center personnel and laboratory professionals.
COMFORCE Financial Services. The Company's Financial Services division
provides payroll funding services and back office support to independent
consulting and staffing companies and provides consulting and related payrolling
services to clients in connection with their use of independent contractors. The
Financial Services division has significantly benefited from the Company's
sophisticated back office operations, as well as its substantial investment in
the PeopleSoft -Registered Trademark- software package.
The Company was incorporated in Illinois in 1954 and became a Delaware
corporation through its merger with a Delaware subsidiary in 1969. It maintains
its headquarters at 2001 Marcus Avenue, Lake Success, New York 11042. The
Company's telephone number is (516) 328-7300.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby by the Selling Stockholders.
9
<PAGE>
SELLING STOCKHOLDERS
The security holders listed below, and any transferees, pledgees or
assignees thereof named in any supplement to this Prospectus (the "Selling
Stockholders") are offering for resale hereunder 248,679 shares of Common Stock
in the aggregate. The Company undertakes to file a supplement to name as Selling
Stockholders any such subsequent holder of the Shares. Because the Selling
Stockholders may offer all or some part of the Common Stock they hold pursuant
to the offering contemplated by this Prospectus, and because this offering is
not being underwritten (on a firm commitment or any other basis), no estimate
can be given as to the amount of Common Stock that will be held by the Selling
Stockholders upon termination of this offering. The table below sets forth
information as of August 5, 1998, concerning the beneficial ownership of Common
Stock of the Selling Stockholders named herein.
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Beneficially Shares Offered Hereby
Owned
<S> <C> <C>
J. Scott Erbe 193,125 (1) 193,125 (1)
Steven R. Gunner 60,976 (2) 27,777 (2)
Paul G. Baldwin 60,976 (2) 27,777 (2)
</TABLE>
- --------------------
(1) These shares are owned of record by Mr. Erbe. The shares
beneficially owned by Mr. Erbe represent less than 1.0% of the
issued and outstanding Common Stock of the Company.
(2) These shares include (i) 13,699 owned of record by each of
Messrs. Gunner and Baldwin, (ii) 19,500 shares issuable to
each of them upon the exercise of options held by them at an
exercise price of $18.25 per share, and (iii) up to 27,777
shares issuable to each of them pursuant to a rights agreement
entered into with them based upon specified net income targets
being achieved by the Company's Force Five, Inc. subsidiary.
The shares beneficially owned by each of Messrs. Gunner and
Baldwin represent less than 1.0% of the issued and outstanding
Common Stock of the Company.
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with respect to
the Shares. Distribution of the Shares by the Selling Stockholders may be
effected from time to time in one or more transactions (which many involve block
transactions) (i) on the American Stock Exchange, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchange or in the
over-the- counter market or (iv) in a combination of any such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Stockholders may
effect such transactions by selling Shares to or through underwriters, brokers
or dealers, and such underwriters, brokers or dealers may receive compensation
in the form of discounts or commissions from the Selling Stockholders and may
receive commissions from the purchasers of Shares for whom they may act as
agent. The Company has agreed to indemnify the Selling Stockholders against
certain civil liabilities, including liabilities under the Securities Act.
The Selling Stockholders and any broker-dealers who participate in a
sale of its shares of Common Stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them, and proceeds of any such sales as principal, may be deemed to be
underwriting discounts and commissions under the Securities Act.
All expenses of the registration of Common Stock offered hereby,
estimated to be approximately $5,000, will be borne by the Company. As and when
the Company is required to update this Prospectus, it may incur additional
10
<PAGE>
expenses in excess of this estimated amount. Normal commission expenses and
brokerage fees, as well as any applicable transfer taxes, are payable
individually by the Selling Stockholders.
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby by the Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed
upon for the Company by Doepken, Keevican & Weiss Professional Corporation,
Pittsburgh, Pennsylvania.
EXPERTS
The consolidated balance sheets of COMFORCE Corporation and
Subsidiaries as of December 31, 1997 and 1996, and the consolidated statements
of operations, changes in stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1997, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses estimated to be incurred (other than the fees of the
Commission which are actual) in connection with the offering, all of which are
payable by the Company, are as follows:
<TABLE>
<CAPTION>
Description Amount
---------------------------------------------- ----------------
<S> <C>
SEC Registration Fee $606
Printing Costs 200*
Legal Fees 2,500*
Accounting Fees 1,500*
Miscellaneous 194*
Total $ 5,000*
</TABLE>
----------
*Estimate
Item 15. Indemnification of Directors and Officers.
The Registrant's Bylaws effectively provide that the Registrant, to the
full extent permitted by Section 145 of the General Corporation Law of the State
of Delaware, as amended from time to time ("Section 145"), shall indemnify all
directors and officers of the Company and may indemnify all employees,
representatives and other persons as permitted pursuant thereto.
Section 145 permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by a third party if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
The Company has no present intention of entering into separate
indemnification agreements with its current directors, officers, or employees
but may do so in the future. It may also enter into contracts with anyone else
it is permitted to indemnify under Delaware law, but has no present intention of
doing so.
The Company maintains insurance against liabilities under the
Securities Act of 1933 for the benefit of its officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company
II-1
<PAGE>
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 16. Exhibits
2.1 Stock Purchase Agreement dated September 11, 1995 among Spectrum
Technologies, Inc., the Company, COMFORCE Corporation, ARTRA Group
Incorporated, Peter R. Harvey, Marc L. Werner, James L. Paterek,
Michael Ferrentino and Christopher P. Franco (included as an exhibit to
the Company's Current Report on Form 8-K dated September 11, 1995 and
incorporated herein by reference).
2.2 Purchase Agreement among COMFORCE Telecom, Inc., Williams
Communications Services, Inc. and Bruce Anderson (included as an
exhibit to the Company's Current Report on Form 8-K dated March 13,
1996 and incorporated herein by reference).
2.3 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 (included as an exhibit
to the Company's Amended Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 1996 filed May 16, 1996 and incorporated herein
by reference).
2.4 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 (included as an
exhibit to the Company's Amended Quarterly Report on Form 10-Q/A for
the quarter ended March 31, 1996 filed May 16, 1996 and incorporated
herein by reference).
2.5 Asset Purchase Agreement effective as of May 13, 1996 among the
Company, COMFORCE Technical Services, Inc., RRA, Inc., Raphael Rashkin
and Stanley Rashkin (included as an exhibit to the Company's Amended
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1996
filed May 16, 1996 and incorporated herein by reference).
2.6 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
(included as an exhibit to the Company's Amended Quarterly Report on
Form 10-Q/A for the quarter ended March 31, 1996 filed May 16, 1996 and
incorporated herein by reference).
2.7 Letter Agreement dated April 19, 1996 among CTS Acquisition Co. I,
COMFORCE Technical Services, Inc., Project Staffing Support Team, Inc.
and RRA, Inc. (included as an exhibit to the Company's Amended
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1996
filed May 16, 1996 and incorporated herein by reference).
2.8 Agreement and Plan of Reorganization dated October 22, 1996 between
AZATAR Computer Systems, Inc. and the Company (included as an exhibit
to the Company's Current Report on Form 8-K dated November 8, 1996 and
incorporated herein by reference).
2.9 Asset Purchase Agreement dated October 25, 1996 by and among
Continental Field Services Corporation, Michael Hill, Roy Hill and
COMFORCE Telecom, Inc. (included as an exhibit to the Company's Current
Report on Form 8-K dated November 19, 1996 and incorporated herein by
reference).
2.10 Asset Purchase Agreement dated October 25, 1996 between Progressive
Telecom, Inc., Beth Wilson Hill and COMFORCE Telecom, Inc. (included as
an exhibit to the Company's Current Report on Form 8-K dated November
19, 1996 and incorporated herein by reference).
2.11 Amendment to Escrow Agreement and Purchase Agreements dated November 8,
1996 by and among Continental Field Service Corporation, Progressive
Telecom, Inc., Michael Hill, Roy Hill, Beth Wilson Hill, McCarthy,
II-2
<PAGE>
Fingar, Donovan, Drazen & Smith, and COMFORCE Telecom, Inc.
(included as an exhibit to the Company's Current Report
on Form 8-K dated November 19, 1996 and incorporated
herein by reference).
2.12 Subscription Agreement dated October 28, 1996 by and among RHO Company,
Inc., J. Scott Erbe, COMFORCE Corporation and COMFORCE Technical
Services, Inc. (included as an exhibit to the Company's Current Report
on Form 8-K dated November 19, 1996 and incorporated herein by
reference).
2.13 Stock Sale and Termination Agreement dated October 28, 1996 by and
between James R. Ratcliff and RHO Company, Inc. (included as an exhibit
to the Company's Current Report on Form 8-K dated November 19, 1996 and
incorporated herein by reference).
2.14 Letter Agreement dated November 4, 1996 amending Stock Sale and
Termination Agreement between RHO Company, Inc. and James R. Ratcliff
(included as an exhibit to the Company's Current Report on Form 8-K
dated November 19, 1996 and incorporated herein by reference).
2.15 Agreement and Plan of Merger, dated as of August 13, 1997, by and among
COMFORCE Corporation, COMFORCE Columbus, Inc. and Uniforce Services,
Inc. (included as an exhibit to the Company's Current Report on Form
8-K dated August 20, 1997 and incorporated herein by reference).
2.16 Stockholders Agreement, dated as of August 13, 1997, by and among
COMFORCE Corporation, COMFORCE Columbus, Inc., John Fanning and Fanning
Limited Partnership, L.P. (included as an exhibit to the Company's
Current Report on Form 8-K dated August 20, 1997 and incorporated
herein by reference).
2.17 Registration Rights Agreement dated as of August 13, 1997 by and among
the Company, John Fanning and Fanning Asset Partners, L.P., a Georgia
limited partnership (included as an exhibit to Amendment No. 2 to the
Registration Statement on Form S-4 of the Company filed with the
Commission on October 24, 1997 and incorporated herein by reference).
3.1 Restated Certificate of Incorporation of the Company, as amended by
Certificates of Amendment filed with the Delaware Secretary of State on
June 14, 1987 and February 12, 1991 (included as an exhibit to
Amendment No. 1 to the Registration Statement on Form S-1 of the
Company filed with the Commission on May 10, 1996 and incorporated
herein by reference).
3.2 Certificate of Ownership (Merger) of COMFORCE Corporation into the
Company (included as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated herein by
reference).
3.3 Bylaws of the Company, as amended and restated effective as of February
26, 1997 (included as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and incorporated herein by
reference)
3.4 Designation of Rights and Preferences of Series F Preferred Stock
(included as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 and incorporated herein by reference).
3.5 Certificate of Ownership (Merger) of AZATAR into the Company (included
as an exhibit to the Company's Current Report on Form 8-K dated
November 8, 1996 and incorporated herein by reference).
5.1* Opinion of Doepken Keevican & Weiss.
10.1 Management Agreement dated as of April 9, 1993 between the Company and
Nitsua, Ltd. (a corporation wholly-owned by Austin Iodice, formerly
Lori's Chairman and Chief Executive Officer) (included as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1992 and incorporated herein by reference).
II-3
<PAGE>
10.2 Asset Purchase Agreement dated as of April 11, 1996 among Lawrence
Jewelry Corporation, ARTRA GROUP Incorporated, the Company and Hanover
Advisors, Inc. respecting the disposition of the assets of the
Company's jewelry business (included as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
10.3 Loan and Security Agreement dated as of November 26, 1997 among
COMFORCE Corporation and specified subsidiaries thereof and Heller
Financial, Inc., as lender and agent for other lenders (included as an
exhibit to the Company's Current Report on Form 8-K dated December 9,
1997 and incorporated herein by reference).
10.4 Purchase Agreement, dated as of November 19, 1997, by and between
COMFORCE Operating, Inc. and NatWest Capital Markets Limited, as
Initial Purchaser (included as an exhibit to the Registration Statement
on Form S-4 of the Company filed with the Commission on December 24,
1997 and incorporated herein by reference).
10.5 Purchase Agreement, dated as of November 19, 1997, by and between dated
as of November 26, 1997, by and between the Company and NatWest Capital
Markets Limited, as Initial Purchaser (included as an exhibit to the
Registration Statement on Form S-4 of the Company filed with the
Commission on December 24, 1997 and incorporated herein by reference).
10.6 Warrant Agreement dated November 26, 1997 by and between the Company
and The Bank of New York, as Warrant Agent (included as an exhibit to
the Registration Statement on Form S-4 of the Company filed with the
Commission on December 24, 1997 and incorporated herein by reference).
10.7 Pledge Agreement dated November 26, 1997 by and between the Company and
The Bank of New York, as Collateral Agent (included as an exhibit to
the Registration Statement on Form S-4 of the Company filed with the
Commission on December 24, 1997 and incorporated herein by reference).
10.8 Employment Agreement dated December 1, 1997 between the Company,
COMFORCE Operating, Inc. and Christopher Franco (included as an exhibit
to the Registration Statement on Form S-4 of the Company filed with the
Commission on December 24, 1997 and incorporated herein by reference).
10.9 Employment Agreement dated December 1, 1997 between the Company,
COMFORCE Operating, Inc. and James L. Paterek (included as an exhibit
to the Registration Statement on Form S-4 of the Company filed with the
Commission on December 24, 1997 and incorporated herein by reference).
10.10 Employment Agreement dated December 1, 1997 between the Company,
COMFORCE Operating, Inc. and Michael Ferrentino (included as an exhibit
to the Registration Statement on Form S-4 of the Company filed with the
Commission on December 24, 1997 and incorporated herein by reference).
10.11 Indenture dated as of November 26, 1997 with respect to 12% Senior
Notes due 2007 between COMFORCE Operating, Inc., as issuer, and
Wilmington Trust Company, as trustee (included as an exhibit to the
Company's Current Report on Form 8-K dated December 9, 1997 and
incorporated herein by reference).
10.12 Indenture dated as of November 26, 1997 with respect to 15% Senior
Secured PIK Debentures due 2009 between COMFORCE Corporation, as
issuer, and The Bank of New York, as trustee (included as an exhibit to
the Company's Current Report on Form 8-K dated December 9, 1997 and
incorporated herein by reference).
21.1* List of Subsidiaries.
23.1 Consent of Doepken Keevican & Weiss (included in the opinion filed as
Exhibit 5.1 to this Registration Statement.
23.2* Consent of PricewaterhouseCoopers LLP.
II-4
<PAGE>
- ---------------------------
*Filed herewith.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be filed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Lake Success, State of New York, on August 14, 1998.
COMFORCE Corporation
(Registrant)
By: /s/Christopher P. Franco
----------------------------------------------
Christopher P. Franco, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher P. Franco and Michael
Ferrentino, or any one of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution for him and in his name,
place and stead in any and all capacities to execute in the name of each such
person who is then an officer or director of the Registrant any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing required or necessary to be done in and
about the premises as fully as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James L. Paterek Chairman and Director August 14, 1998
- ------------------------------
James L. Paterek
/s/ Christopher P. Franco Chief Executive Officer, August 14, 1998
- ------------------------------ Secretary and Director
Christopher P. Franco
/s/ Michael Ferrentino President and August 14, 1998
- ------------------------------ Director
Michael Ferrentino
/s/ Robert H.B. Baldwin, Jr. Chief Financial Officer August 14, 1998
- ------------------------------ (Principal Financial
Robert H.B. Baldwin, Jr. Officer)
/s/ Andrew Reiben Vice President of Finance August 14, 1998
- ------------------------------ and Chief Accounting Officer
Andrew Reiben (Principal Accounting Officer)
/s/ Richard Barber Director August 13, 1998
- ------------------------------
Richard Barber
/s/ Marc Werner Director August 12, 1998
- ------------------------------
Marc Werner
<PAGE>
August 14, 1998
COMFORCE Corporation
2001 Marcus Avenue
Lake Success, NY 11042
RE: COMFORCE Corporation
Registration Statement of Form S-3
Ladies and Gentlemen:
We have acted as counsel for COMFORCE Corporation, a Delaware
corporation (the "Company"), in connection with the registration with the
Securities and Exchange Commission (the "SEC") by the Company of 248,679 shares
of the Company's common stock ("Common Stock") pursuant to the Securities Act of
1933, as amended (the "Act"), for sale by certain selling stockholders.
In connection with the registration, we have examined the following:
(a) The Certificate of Incorporation and By-laws of the
Company, each as amended to date;
(b) The Registration Statement on Form S-3 (the "Registration
Statement"), including the prospectus which is a part
thereof (the "Prospectus"), relating to the Common Stock,
as filed with the SEC;
(c) Resolutions of the Board of Directors of the Company
authorizing the issuance of the Common Stock; and
(d) Such other agreements, documents, records, opinions,
certificates and papers as we have deemed necessary or
appropriate in order to give the opinions hereinafter set
forth.
The opinions hereinafter expressed are subject to the following
qualifications and assumptions :
(i) In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents
submitted to us as originals and the conformity of all
documents submitted to us as copies to the originals
thereof.
(ii) As to the accuracy of certain factual matters, we have
relied on the certificates of officers of the Company and
certificates, letters, telegrams or statements of public
officials.
Based upon and subject to the foregoing, we are pleased to advise you
that, insofar as the laws of the State of Delaware are concerned, it is our
opinion that the 248,679 shares of Common Stock being registered for resale
under the Registration Statement are or, upon issuance, will be legally issued,
fully paid and non- assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus in
connection with the matters referred to under the caption "Legal Matters."
Very truly yours,
/s/ Doepken Keevican & Weiss
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
<PAGE>
Exhibit 21.1
Subsidiaries of COMFORCE Corporation
The following is a complete list of all of the subsidiaries of
COMFORCE Corporation with jurisdiction of incorporation indicated
thereby.
1. COMFORCE Operating, Inc. (Delaware)
2. COMFORCE Technical Services, Inc. (Delaware)
3. COMFORCE Information Technologies, Inc. (Delaware)
4. COMFORCE Telecom, Inc. (Delaware)
5. Project Staffing Support Team, Inc. (Arizona)
6. RHO Acquisition Company (Delaware)
7. RHO Company Incorporated (Washington)
8. COMFORCE IT Acquisition Corp., Inc. (Delaware)
9. Force Five, Inc. (Texas)
10. SUMTEC Corporation (Delaware)
11. Uniforce Services, Inc. (New York)
12. PrO Unlimited, Inc. (New York)
13. E.O. Operations Corp. (New York)
14. E.O. Servicing Co., Inc. (New York)
15. Uniforce Staffing Services, Inc. (New York)
16. PrO N.E., Inc. (New York)
17. USSI-N.E. Corp. (New York)
18. Uniforce Information Services, Inc. (New York)
19. Uniforce Payrolling Services, Inc. (New York)
20. USI Inc. of California (California)
21. UTS Corp. of Minnesota (Minnesota)
22. UTS of Delaware, Inc. (Delaware)
23. LabForce of America, Inc. (New York)
24. Uniforce MIS Services of Georgia, Inc. (Georgia)
d/b/a Brannon & Tully, Inc.
25. Uniforce Medical Office Support, Inc. (New York)
26. Uniforce Information Services of Texas, Inc. (New York)
27. Temporary Help Industry Servicing Co., Inc. (New York)
28. Montare International, Inc. (Texas)
29. Brannon & Tully, Inc. (Georgia)
30. Staffing Industry Funding & Support, Inc. (New York)
31. Professional Staffing Funding & Support, Inc. (New York)
32. Brentwood Service Group, Inc. (New York)
33. Tempfunds International, Inc. (New York)
34. Computer Consultants Funding & Support, Inc. (New York)
35. Thisco of Canada, Inc. (New York)
36. Camelot Consulting Group, Inc. (New Jersey)
37. Camelot Communications Group, Inc. (New Jersey)
38. Camelot Control Group, Inc. (New Jersey)
39. Camelot Group, Inc. (New Jersey)
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of COMFORCE Corporation on Form S-3 (File no. ) of our report dated
February 23, 1998, on our audits of the consolidated financial statements and
financial statement schedules of COMFORCE Corporation as of December 31, 1997
and 1996 and for the years ended December 31, 1997, 1996 and 1995, which report
is included in the Annual Report on Form 10-K. We also consent to the reference
to our firm under the caption "Experts."
PRICEWATERHOUSECOOPERS, LLP
New York, New York
August 14, 1998
