SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 8, 1995
Uniforce Services, Inc.
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(Exact name of registrant as specified in its charter)
New York 0-11876 13-1996648
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1335 Jericho Turnpike, New Hyde Park, New York 11040
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(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 437-3300
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Uniforce Services, Inc. (the "Registrant") commenced on
Monday, December 11, 1995, an offer to purchase up to 1,250,000 shares (the
"Shares") of its common stock, par value $.01 per share (the "Common Stock") at
$11.25 per share, net to the seller in cash, upon the terms and conditions set
forth in the Offer to Purchase and the related Letter of Transmittal, which
together constitute the "Offer." This represents aggregate consideration of up
to $14,062,500 in cash for the repurchase of the Shares. If the Offer is
oversubscribed, Shares tendered prior to the expiration date will be subject to
proration. The Offer will expire at 5:00 P.M., New York City time, on Wednesday,
January 10, 1996, unless the Offer is extended.
The Offer is not conditioned upon any minimum number of Shares
being tendered. The Offer is, however, subject to certain conditions including,
without limitation, the condition that there not be a reasonable likelihood that
the purchase of the Shares pursuant to the Offer will cause the Common Stock not
to be listed on a national securities exchange or not authorized to be quoted on
an inter-dealer quotation system of any registered national securities
association. The Registrant will not under any circumstances waive this
condition.
On December 8, 1995, the Registrant entered into an agreement
with Heller Financial, Inc. ("Heller") creating a three-year $35,000,000 credit
facility (the "Credit Facility") to be used to refinance existing indebtedness,
to provide working capital and to finance the Offer and permitted acquisitions.
The Credit Facility comprises a term loan in the amount of $3,000,000 (the "Term
Loan") to be amortized monthly and a $32,000,000 revolving credit facility (the
"Revolving Facility") for loans based upon an advance rate of up to 85% of
eligible accounts receivable and eligible service and funding fees receivable.
The Term Loan bears interest at the Registrant's election at either the lender's
floating base rate plus .25%, or LIBOR (London Interbank Offered Rate) plus
2.25%. Borrowings under the Revolving Facility bear interest at the Registrant's
election at either the lender's floating base rate, or LIBOR plus 2.125%.
Borrowings under the Credit Facility are secured by a first priority security
interest in all owned and after-acquired real and personal property of the
Registrant.
The Credit Facility contains a variety of affirmative and
negative covenants of types customary in an asset-based lending facility,
including those relating to reporting requirements, maintenance of records,
properties and corporate existence, compliance with laws, incurrence of other
indebtedness and liens, restrictions on certain payments and transactions and
extraordinary corporate events. The Credit Facility also contains financial
covenants relating to maintenance of levels of
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minimal tangible net worth, EBITDA (earnings before interest, taxes,
depreciation and amortization), net income and fixed charge coverage and
restricting the amount of capital expenditures. In addition, the Credit Facility
contains certain events of default of types customary in an asset-based lending
facility. Generally, if the Credit Facility is terminated (i) during the first
nine months of its term, a fee of 1% of the amount thereof is payable, or (ii)
during the succeeding nine months of its term, a fee of .5% of the amount
thereof is payable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
(10) Loan and Security Agreement, dated as of
December 8, 1995, by and among the
Registrant as Guarantor, the Subsidiaries of
the Registrant Named Therein, as Borrowers
and Cross-Guarantors, the Lenders Named
Therein, as Lenders, and Heller, as Agent
and as a Lender (incorporated by reference
to Exhibit (b) to the Registrant's Schedule
13E-4, dated December 11, 1995 (the
"Schedule 13E-4")).
(20)(a) Offer to Purchase, dated December 11, 1995,
(incorporated by reference to Exhibit (a)(1)
to the Schedule 13E-4).
(20)(b) Letter of Transmittal, dated December 11,
1995 (incorporated by reference to Exhibit
(a)(2) to the Schedule 13E-4).
(20)(c) Letter to the Registrant's Shareholders,
dated December 11, 1995 (incorporated by
reference to Exhibit (a)(6) to the Schedule
13E-4).
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EXHIBIT INDEX
(10) Loan and Security Agreement, dated as of
December 8, 1995, by and among the
Registrant as Guarantor, the Subsidiaries of
the Registrant Named Therein, as Borrowers
and Cross-Guarantors, the Lenders Named
Therein, as Lenders, and Heller, as Agent
and as a Lender (incorporated by reference
to Exhibit (b) to the Registrant's Schedule
13E-4, dated December 11, 1995 (the
"Schedule 13E-4")).
(20)(a) Offer to Purchase, dated December 11, 1995,
(incorporated by reference to Exhibit (a)(1)
to the Schedule 13E-4).
(20)(b) Letter of Transmittal, dated December 11,
1995 (incorporated by reference to Exhibit
(a)(2) to the Schedule 13E-4).
(20)(c) Letter to the Registrant's Shareholders,
dated December 11, 1995 (incorporated by
reference to Exhibit (a)(6) to the Schedule
13E-4).
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIFORCE SERVICES, INC.
Dated: December 21, 1995 By:/s/ Harry V. Maccarrone
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Name: Harry V. Maccarrone
Title: Vice President - Finance
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