SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K/A-3
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 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
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO _______________.
COMMISSION FILE NUMBER 0-13984
DIVERSIFIED CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1565578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12801 N. Central Expressway
Suite 350
Dallas, Texas 75243
(Address of principal executive offices) (Zip Code)
(972) 458-8500
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of Exchange on Which Registered:
COMMON STOCK, PAR VALUE NONE
$.10 PER SHARE
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required 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
The aggregate market value of the voting stock held by non-affiliates
of the registrant on May 30, 1997, was $2,442,048, based upon the market value
of the Registrant's common stock of $4.00 per share.
Number of shares of common stock of the registrant outstanding on May
30, 1997 was 1,785,312.
DOCUMENTS INCORPORATED BY REFERENCE
None.
This Annual Report on Form 10-K/A-3 is intended to amend and restate in
its entirety the Index to Exhibits of the Company's Annual Report on Form 10-K,
as amended.
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INDEX TO EXHIBITS
EXHIBIT
2(a) Agreement and Plan of Merger. (1)
3(a) Articles of Incorporation of the Registrant as amended. (1)
3(b) Amended and Restated By-laws of the Registrant. (1)
10(a) Agreement dated December 14, 1992 between the Registrant and
Veritas, Inc., a Texas corporation. (2)
10(b) Agreement dated March 11, 1993 between TNI, Inc., a wholly
owned subsidiary of the Registrant, and First In Temporaries,
Inc., a Florida corporation. (2)
10(c) Agreement dated March 12, 1993 between TNI, Inc., a wholly
owned subsidiary of the Registrant, and Nesco Service Company,
a Delaware general partnership. (2)
10(d) Agreement dated as of April 5, 1993 between TNI, Inc., a
wholly owned subsidiary of the Registrant, and Shear
Healthcare Resources, Inc., a Florida corporation. (2)
10(e) Agreement dated April 1, 1993 between TNI, Inc., a wholly
owned subsidiary of the Registrant, and Management Alliance
Group Corp., a Texas corporation. (2)
10(f) Foreclosure Agreement dated May 3, 1993 between the Company,
Power Placement Corporation, a Texas corporation, P&E Group,
Inc., a Texas corporation, and Cary Tobolka, an individual.(2)
10(g) Employment Contract Agreement executed April 21, 1994
between Management Alliance Corporation and Information
Systems Consulting Corp., wholly-owned Texas subsidiaries of
the Registrant, and Gary K. Steeds, Dallas, Texas, an
employee. (6)(11)
10(h) Employment Contract Agreement effective December 1, 1993
between Management Alliance Corporation and Information
Systems Consulting Corp, wholly-owned Texas subsidiaries of
the Registrant, and Billie J. Tapp, Dallas, Texas, an
employee. (6)(11)
10(i) Interim Employment Contract Agreement effective December 1,
1993 between Management Alliance Corporation and Information
Systems Consulting Corp., wholly-owned Texas subsidiaries of
the Registrant, and Gary K. Steeds, Dallas, Texas, an
employee. (6)(11)
10(j) Item not used.
10(k) Settlement Agreement by and between the Registrant and Bailey/
Appel/DH Group. (3)
10(l) Option Agreement by and between the Registrant and Bailey/
Appel/DH Group. (3)
10(m) Joint and Mutual Release by and between the Registrant and
Bailey/Appel/DH Group. (3)
10(n) The Diversified Human Resources Group, Inc. Employees' Stock
Ownership Plan. (3)
10(o) Settlement and Sale of Stock by and between Registrant and D.
Joy Perkins. (3)
o Stock Option, Consulting And Release Agreement by and
between Registrant and D. Joy Perkins, dated
December 4, 1990.
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o Resignation Agreement by and between Registrant and
Perkins, dated December 4, 1990.
o Option Agreement by and between Registrant and Perkins,
dated December 4, 1990.
o Stock Pledge Agreement by Registrant in favor of
Perkins, dated December 4, 1990.
o $35,000 Promissory Note made payable to Registrant
from Perkins, dated December 4, 1990, paid in full by
transfer of Registrant's Common Stock pursuant to
Option Agreement.
o $104,425 Promissory Note made payable to Perkins from
Registrant, dated January 3, 1991.
o Stock Pledge Agreement by and between Registrant and
Perkins, dated January 3, 1991.
o Consulting Agreement by and between Registrant and
Perkins, dated December 4, 1990.
o Joint And Mutual Release by and between Registrant and
Perkins, dated December 4, 1990.
o Nonsolicitation and Nondisclosure Agreement by and
between Registrant and Perkins, dated December 4, 1990.
(1)
10(p) Amendment No. 1 to the Diversified Human Resources Group, Inc.
Nonqualified Stock Option Agreement. (3)(11)
10(q) Settlement Agreement and Joint and Mutual Release entered
into by the Registrant, the Directors of the Registrant,
William M. Brothers, an individual, and Southwest Securities
Incorporated, a Texas Corporation, dated May 1, 1991. (4)
10(r) Option Agreement and Amendment to Option Agreement by and
between the Registrant and three former directors, dated
April 30, 1991 and June 5, 1991, respectively. (4)(11)
10(s) Agreement for transfer of medical insurance plan sponsorship
and plan assets dated February 1, 1992. (4)
10(t) Agreement for transfer of 401(k) plan sponsorship and plan
assets dated April 27, 1992. (4)
10(u) First Asset Purchase Agreement dated August 29, 1991, entered
into by the Registrant and Veritas, Inc., a Texas corporation.
(4)
10(v) Second Asset Purchase Agreement dated September 3, 1991,
entered into by the Registrant and P&E Group, Inc., a Texas
Corporation. (4)
10(w) Third Asset Purchase Agreement dated August 28, 1991, entered
into by the Registrant and Financial Recruiters, Inc., a Texas
corporation. (4)
10(x) Fourth Asset Purchase Agreement dated September 19, 1991,
entered into by the Registrant and Gary K. Steeds, Inc., a
Texas corporation. (4)
10(y) Tri-Party Agreement dated January 4, 1994, entered into by the
Registrant and Management Alliance Corporation and Information
Systems Consulting Corp., Texas corporations, that are
wholly-owned subsidiaries of the Registrant. (5)
10(z) Agreement dated December 29, 1993, entered into by the
Registrant, Recruiters Network Group, Inc., a Texas
corporation, and Donald A. Bailey, acting President and
director of the Registrant (5).
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10(z)(i) Joint Venture Agreement dated April 20, 1995, entered into by
Management Alliance Corporation, Texas corporation that is a
wholly-owned subsidiary of the Registrant, and CFS, Inc., a
minority owned business. (7)
10(z)(ii) Contract Agreement for Franchise Packaging and Market Plan
dated April 21, 1995, entered into by Management Alliance
Corporation, a Texas corporation that is a wholly-owned
subsidiary of the Registrant, and the Research Market Center,
owned by an individual. (7)
10(z)(iii) Employment Contract Agreement entered into June 9, 1995,
between Management Alliance Corporation, a wholly-owned
subsidiary of the Registrant, and Anthony J. Bruno, Chicago,
Illinois, an employee. (7)(11)
10(z)(iv) Stock Option Agreement by and between Diversified Corporate
Resources, Inc. and J. Michael Moore, executed December 1,
1995. (8)(11)
10(z)(v) Stock Option Agreement by and between Diversified Corporate
Resources, Inc. and M. Ted Dillard, executed December 1, 1995.
(8)(11)
10(z)(vi) Stock Option Agreement by and between Diversified Corporate
Resources, Inc. and Donald A. Bailey, executed December 1,
1995. (8)(11)
10(z)(vii) Loan Agreement by and between Information Systems Consulting
Corp. (a wholly-owned subsidiary of the Company) and Concord
Growth Corp. executed August 26, 1996. (9)
10(z)(viii) Amendment to Loan Agreement by and between Information Systems
Consulting Corp. and Concord Growth Corp. (9)
10(z)(ix) General Continuing Guaranty of Preferred Funding Corporation
in favor of Concord Growth Corporation. (9)
10(z)(x) General Continuing Guaranty of the Company in favor of Concord
Growth Corporation. (9)
10(z)(xi) General Continuing Guaranty of Management Alliance Corporation
in favor of Concord Growth Corporation. (9)
10(z)(xii) The Registrant's 1996 Amended and Restated Nonqualified Stock
Option Plan, effective as of December 27, 1996. (10)(11)
10(z)(xiii) Amended and Restated Stock Option Agreement by and between
Diversified Corporate Resources, Inc. and J. Michael Moore,
executed May 15, 1997. (10)(11)
10(z)(xiv) Amended and Restated Stock Option Agreement by and between
Diversified Corporate Resources, Inc. and M. Ted Dillard,
executed May 15, 1997. (10)(11)
10(z)(xv) Amended and Restated Stock Option Agreement by and between
Diversified Corporate Resources, Inc. and Donald A. Bailey,
executed May 15, 1997. (10)(11)
10(z)(xvi) Amended and Restated Stock Option Agreement by and between
Diversified Corporate Resources, Inc. and Samuel E. Hunter,
executed May 15, 1997. (10)(11)
10(z)(xvii) Employment Contract by and between Diversified Corporate
Resources, Inc. and J. Michael Moore, executed April 10, 1997.
(9)(11)
10(z)(xviii) Employment Contract by and between Diversified Corporate
Resources, Inc. and M. Ted Dillard, executed April 10, 1997.
(9)(11)
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11.1 Statement Re Computation of Per Share Earnings. (12)
17(a) Resignation of Director-Employment Termination Agreement by
and between Registrant and D. Joy Perkins, dated December 4,
1990. (3)
21 List of Subsidiaries. (9)
23 Consent of Coopers & Lybrand, L.L.P., independent accountants.
(13)
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(1) Filed as an exhibit of corresponding number to Registration Statement
No. 33-760 FW on Form S-18 and incorporated herein by reference.
(2) Filed as an exhibit to Form 8-K dated March 26, 1993, and incorporated
herein by reference.
(3) Filed as an exhibit of corresponding number in Form 10-K for the year
ended December 31, 1990, and incorporated herein by reference.
(4) Filed as an exhibit of corresponding number in Form 10-K for the year
ended December 31, 1991, and incorporated herein by reference.
(5) Filed as an exhibit to Form 8K for January 4, 1994, and incorporated
herein by reference.
(6) Filed as an exhibit of corresponding number in Form 10-K for the year
ended December 31, 1993, and incorporated herein by reference.
(7) Filed as an exhibit of corresponding number in Form 10-K for the year
ended December 31,1994, and incorporated herein by reference.
(8) Filed as an exhibit of corresponding number in Form 10-K for the year
ended December 31, 1995, and incorporated herein by reference.
(9) Filed as an exhibit of corresponding number on Form 10-K for the year
ended December 31, 1996, and incorporated herein by reference.
(10) Filed as an exhibit to Form S-8 filed on May 27, 1997.
(11) Stock option plans, management contracts or compensatory arrangements.
(12) Filed as an exhibit of corresponding number on Form 10-K/A-2 for the
year ended December 31, 1996 and incorporated herein by reference.
(13) Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A-3 to be
signed on its behalf by the undersigned thereunto duly authorized.
DIVERSIFIED CORPORATE RESOURCES, INC.
Date: July 11, 1997 By: /s/J. Michael Moore
-------------------------------
J. Michael Moore, Chief Executive Officer
Date: July 11, 1997 By: /s/M. Ted Dillard
------------------------------
M. Ted Dillard, President and
Principal Financial Officer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Diversified Corporate Resources, Inc. on Form S-8 (File No.
333-27867) of our report dated May 30, 1997 on our audit of the consolidated
financial statements and financial statement schedule of Diversified Corporate
Resources, Inc. and Subsidiaries as of December 31, 1996 and for the year then
ended, which report is included in this Annual Report on Form 10-K/A-2.
Coopers & Lybrand L.L.P.
Dallas, Texas
July 11, 1997
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