SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of event reported): March 31, 1997.
HEADWAY CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23170
DELAWARE 75-2134871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
850 Third Avenue, 11th Floor
New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number: (212) 508-3560
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On or about April 14, 1997, Headway Corporate Resources,
Inc. ("Company"), filed a current report on Form 8-K reporting
that the Company acquired on March 31, 1997, substantially all
the assets of Advanced Staffing Solutions, Inc. ("Advanced"), a
North Carolina corporation engaged in the business of offering
human resource management services similar to those offered by
the Company. This is an amendment to that report filed for the
purpose of presenting the pro forma financial information required
by Item 7(b).
(b) Pro Forma Financial Information
Balance Sheet. A pro forma balance sheet is not required
under Item 310(d)(2) of Regulation S-B, because the unaudited
consolidated balance sheet of the Company as of March 31, 1997,
filed on May 15, 1997, with the Company's quarterly report on
Form 10-QSB includes the acquisition of Advanced.
Income Statements. Included with this amendment beginning
on page F-1 are the pro forma condensed combined statements of
operations of the Company for the year ended December 31, 1996,
and the three months ended March 31, 1997, giving effect to the
acquisition of Advanced.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
HEADWAY CORPORATE RESOURCES, INC.
DATED: June 13, 1997 By: Barry Roseman (Signature)
President
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HEADWAY CORPORATE RESOURCES, INC.
PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS
BASIS OF PRESENTATION
(UNAUDITED)
The following pro forma condensed combined statements of
operations for the year ended December 31, 1996, and the
three months ended March 31, 1997 give effect to Headway
Corporate Resources, Inc. ("Headway" or the "Company")
acquiring, through a wholly-owned subsidiary, substantially
all the assets of Advanced Staffing Solutions, Inc. ("Advanced").
The pro forma information is based on the historical financial
statements of the Company and Advanced, giving effect to the
transactions under the purchase method of accounting and the
assumptions and adjustments in the accompanying notes to the
pro forma financial statements.
The pro forma statements of operations for the year ended
December 31, 1996 and the three months ended March 31, 1997
give effect to these transactions as if they occurred at the
beginning of the respective periods presented.
The pro forma condensed combined statements of operations
have been prepared by the Company's management based upon
the historical financial statements of the Company and
Advanced. These pro forma condensed combined statements of
operations may not be indicative of the results that
actually would have occurred if the acquisitions and related
financing had been in effect on the dates indicated. The
pro forma condensed combined statements of operations should
be read in conjunction with the historical financial statements
and notes contained in the Company's annual report on Form 10-KSB
and the Company's quarterly report on Form 10-QSB and the
historical financial statements of Advanced contained in the
Company's Form 8-K dated March 31, 1997.
<PAGE>
HEADWAY CORPORATE RESOURCES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
(In Thousands of Dollars except Share and Per Share Amounts)
Historical
Pro forma Adjustments
Headway DR CR Pro forma
Consolidated Advanced Combined
Revenue - Human
Resource Mangement 22,076 780 _ _ 22,856
Management
Revenue - Advisory
Services 1,073 _ _ _ 1,073
Total revenue 23,149 780 _ _ 23,929
License fee _ 246(6) _ _ 246
Other operating expenses 21,329 503 80(3) _ 21,912
Operating income 1,820 31 80 _ 1,771
Interest and Other 89(1)
Expenses (income) (783) 5 17(2) _ (672)
Income before income taxes 2,603 26 186 _ 2,443
Provision for income taxes 1,044 _ _ 64(5) 980
Net income 1,559 26 186 64 1,463
Preferred dividend
requirements (52) _ _ _ (52)
Net income available
for common stockholders 1,507 26 186 64 1,411
Primary net income per
common and common
equivalent share .19 .17
Fully diluted net income
per common and common
equivalent share .16 .15
Average common and common
equivalent share
outstanding - Primary 8,072,834 8,072,834
Average common and common
equivalent shares
outstanding - fully
diluted 9,924,576 9,924,576
<PAGE>
HEADWAY CORPORATE RESOURCES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(In Thousands Dollars except Share and Per Share Amounts)
Historical
Pro forma Adjustments
Headway DR CR Pro forma
Consolidated Advanced Combined
Revenue - Human
Resource Management 53,389 3,079 _ _ 56,468
Revenue - Advisory
Services 3,808 _ _ _ 3,808
Total revenue 57,197 3,079 _ _ 60,276
License fee _ 926(6) _ _ 926
Stock compensation _ 850(7) _ _ 850
Other operating expenses 54,254 2,297 318(3) 425(4) 56,444
Operating income (loss) 2,943 (994) 318(3) 425 2,056
Interest and other 352(1)
expenses 1,061 16 66(2) _ 1,495
Income before income taxes 1,882 (1,010) 736 425 561
Provision for income taxes 700 _ _ 528(5) 172
Net income (loss) 1,182 (1,010) 736 953 389
Deemed dividend on
preferred stock (1,470) _ _ _ (1,470)
Preferred dividend
requirements (276) _ _ _ (276)
Net (loss) available for
common stockholders (564) (1,010) 736 953 (1,357)
Primary net (loss) per common
and common equivalent share (.08) (.20)
Average common and common
equivalent shares
outstanding - primary 6,643,326 6,643,326
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HEADWAY CORPORATE RESOURCES, INC.
NOTES TO PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS
(Unaudited)
(1) To record interest expense on borrowings to finance the
acquisition at an assumed rate of 8.87% for the three
months ended March 31, 1997 and 8.79% for the year
ended December 31, 1996.
(2) To record amortization of loan acquisition costs over
term of related loan.
(3) To record amortization of intangibles resulting from
the transaction over 20 years.
(4) To eliminate the fee associated with the election by
Advanced to terminate its licensing agreement. Under
the terms of the licensing agreement, the licensor was
responsible for invoicing and collecting from clients
and employs the temporary workers. The election to
terminate the licensing agreement was made in
connection with the sale of its client list to the
Company.
(5) To record income tax expense based on a 40% effective
tax rate.
(6) These services are now provided by the Company and it
is anticipated that the cost to provide these services
will be reduced.
(7) This expense is a one-time charge relating to an option
granted to us offering to purchase shares of common
stock. This value was based on an independent appraisal.
