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): January 30, 1998
The Netplex Group, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-11784 11-2824578
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8260 Greensboro Drive, 5th Floor, McLean, Virginia 22101
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(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 356-1717
N/A
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On January 30, 1998, The Netplex Group, Inc. (the "Company")
completed the purchase of all of the stock of The PSS Group, Inc. ("PSS") the
technical professional staff augmentation operations and business of Preferred
Systems Solutions, Inc. ("Preferred") and formerly a wholly-owned subsidiary of
Preferred. In consideration for the purchase, the Company paid $300,000 at
closing and on or before January 15, 1999 will pay $300,000 in cash or 200,000
shares of its Common Stock or any combination thereof, at Preferred's option.
The Company used working capital to finance the acquisition. The agreement also
provides that Preferred will receive additional consideration (the "Earn-out")
if PSS meets certain operating targets as follows: 300% of PSS's net income for
1998; 250% of PSS's net income for 1999; and 200% of PSS's net income for 2000.
Such Earn-out may be made at the Company's option in cash or its Common Stock,
or any combination thereof. If the Company elects to pay the Earn-out in Common
Stock, the value of the Common Stock will be based on the average closing price
of the Company's Common Stock for the last quarter of the year in which the
payment was made.
In connection with the acquisition, the Company and PSS also
will enter into employment agreements with certain employees of PSS.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibit No. Description
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99.1 Audited Financial Statements for Preferred Systems,
Inc. for the year ended December 31, 1997 (to be
filed within 60 days of the filing of this Report on
Form 8-K).
99.2 Pro forma financial information (to be filed within
60 days of the filing of this Report on Form 8-K).
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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.
THE NETPLEX GROUP, INC.
Dated: February 17, 1998 By: /s/ Gene Zaino
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Name: Gene Zaino
Title: Chairman of the Board
and President
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