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):
February 4, 1998
EMPLOYEE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Arizona
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(State or other jurisdiction of incorporation)
0-22600 86-0676898
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Commission File Number (IRS Employer Identification No.)
6225 North 24th Street, Phoenix, AZ 85016
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Address of principal executive offices) (Zip Code)
(602) 955-5556
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Registrant's telephone number, including area code
Page 1 of 6 Pages
Exhibit Index on Page 2
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Item 5. Other Events.
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On February 4, 1998, the Board of Directors of Employee Solutions,
Inc., an Arizona corporation (the "Company"), adopted a shareholder rights
agreement (the "Rights Agreement") and declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock
without par value (the "Common Shares"), of the Company. The dividend is payable
to the shareholders of record as of 5:00 P.M., New York time, on February 20,
1998 (the "Effective Date"). Each Right, when it becomes exercisable, entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Junior Participating Preferred Stock, Series A, without par value, upon the
terms and conditions of the Rights Agreement adopted by the Board of Directors.
Item 7. Exhibits.
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1. Press Release dated February 9, 1998 announcing the
adoption of the Rights Plan.
Page 2 of 6 Pages
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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.
EMPLOYEE SOLUTIONS, INC.
By: /s/ Paul M. Gales
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Name: Paul M. Gales
Title: Senior Vice President
and General Counsel
Dated: February 18, 1998
Page 3 of 6 Pages
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EXHIBIT INDEX
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Exhibit Description Page
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1 Press Release dated February 9, 1998 announcing the 5
adoption of the Rights Plan
Page 4 of 6 Pages
EXHIBIT 1
For Immediate Release
Contact: Employee Solutions, Inc.
Mark J. Gambill
Sr. Vice Pres., Sales and Marketing
Morris C. Aaron, CFO & Treasurer
(602) 955-5556
EMPLOYEE SOLUTIONS, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
(PHOENIX) February 9, 1998 -- Employee Solutions, Inc. (Nasdaq:ESOL), a leading
professional employer organization (PEO), announced today that its Board of
Directors has adopted a Shareholder Rights Plan.
Under the plan, each stockholder will receive a dividend of one right for
each share of ESI's outstanding common stock. Marvin D. Brody, Chairman of the
Board and Chief Executive of ESI, said, "The rights are designed to protect the
company and its stockholders against market accumulation programs and other
abusive takeover tactics. They are not aimed at preventing a takeover but rather
are intended to encourage a potential buyer to negotiate appropriately with the
Board prior to attempting a takeover." Mr. Brody further indicated that there
have been no known attempts to acquire control of the company.
Initially, the rights are attached to the company's common stock and are
not exercisable. They become detached from the common stock and become
immediately exercisable after any person or group becomes the beneficial owner
of 15 percent of more of the company's common stock or 10 days after any person
or group announces a tender or exchange offer that would result in that same
beneficial ownership level, subject to certain exceptions.
If a buyer becomes a 15 percent owner in the company, all rights holders,
except the buyer and certain related persons, will be entitled to purchase
preferred stock in the company at a price discounted from the then market price.
In addition, if the company is acquired in a merger after such an acquisition,
all rights holders, except the buyer and certain related persons, will also be
entitled to purchase stock in the buyer at a discount in accordance with the
plan.
The distribution of rights will be made to common stockholders of record on
February 20, 1998, and shares of common stock that are newly-issued after that
date will also carry rights until they become detached from the common stock.
The rights will expire on February 19, 2008. The company may redeem the rights
for $0.001 each at any time before a buyer acquires a 15 percent position in the
company, and under certain other circumstances. The rights distribution is not
taxable to stockholders.
Page 5 of 6 Pages
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Employee Solutions, Inc., is a leading PEO providing employers throughout
the United States with comprehensive employee payroll, human resources and
benefits outsourcing services. The Company's integrated outsourcing services
include payroll processing and reporting, human resource administration,
employment regulatory compliance management, risk services/workers' compensation
insurance services, retirement and health care programs and non-employment-
related products and services provided directly to worksite employees.
Page 6 of 6 Pages
