17
RULE 424(B)(3)
FILE NO. 333-08615
PROSPECTUS
3,364,711 Shares
HEADWAY CORPORATE RESOURCES, INC.
(Formerly AFGL International, Inc.)
Common Stock
(Par value $.0001 per share)
This Prospectus relates to 3,364,711 shares of Common Stock,
$.0001 par value per share (hereinafter referred to as "Shares"
or "Common Stock"), of Headway Corporate Resources, Inc. (the
"Company"). Included in the Shares are (i) approximately
2,000,000 Shares issuable on conversion of the Company's Series D
Convertible Preferred Stock, (ii) approximately 160,000 Shares
issuable at the election of the Company in payment of accrued
dividends on conversion of the Series D Convertible Preferred
Stock, (iii) approximately 500,000 Shares issuable on exercise of
warrants the Company is obligated to issue on conversion of the
Company's Series D Convertible Preferred Stock (the "Series D
Warrants"), (iv) 129,711 Shares issuable on exercise of warrants
issued by the Company in 1993 (the "1993 Warrants"), and (v)
575,000 Shares issuable on exercise of warrants (the "Series E
Warrants") issued by the Company to purchase shares of Series E
Convertible Preferred Stock, each share of which is convertible
into one share of Common Stock.
All of the Shares offered hereunder will be acquired by
certain stockholders (the "Selling Stockholders") of the Company
as described herein. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders
but has agreed to bear certain expenses of registration of the
Shares. See "Selling Stockholders" and "Plan of Distribution."
The Shares may be re-offered by the Selling Stockholders in
transactions for their own account (which may include block
transaction) in the over-the-counter market, negotiated
transactions, or in a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling Shares directly to purchasers
or to or through underwriters, agents or broker-dealers, and such
underwriters, agents or broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of Shares for whom such
underwriters, agents or broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary
commissions). The Shares may be offered from time to time
following the date of this Prospectus, subject to the right of
the Company to suspend (and later resume) the distribution of
Shares hereunder as required by law or upon the advice of counsel
(regarding violations of law or regulations). See "Selling
Stockholders."
The Selling Stockholders, any agents or brokers executing
sales orders on behalf of Selling Stockholders, and dealers to
whom the Shares may be sold, may, under certain circumstances, be
considered "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933, as amended (the "Securities Act"),
and any commissions received by them and any profit on the resale
of the Shares may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution"
herein for indemnification arrangements among the Company and the
Selling Stockholders.
The Company's Common Stock is traded in the over-the-
counter market and price quotations are listed in the NASDAQ
SmallCap Market under the symbol HDWY. On February 4, 1997, the
last reported sale price of the Common Stock, as reported in the
NASDAQ SmallCap Market, was $4.25 per share.
Investors should carefully consider the material risks set
forth under the caption "Risk Factors" beginning on page 5,
below.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 11, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the following Regional Offices of the Commission:
Northeast Regional Office, Suite 1300, Seven World Trade Center,
New York, New York 10048; and Midwest Regional Office, Suite
1400, 500 W. Madison Street, Chicago Illinois 60661-2511. Copies
of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of prescribed rates. In addition, the
Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy statements and other information filed by
the Company electronically.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with any amendments and exhibits
thereto, the "Registration Statement") under the Securities Act,
with respect to the Shares offered hereby. This Prospectus
constitutes a part of the Registration Statement. This
Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares.
Any statements contained herein concerning the provisions of any
document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents heretofore filed by the
Company with the Commission pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-QSB for the
fiscal quarters ended March 31, 1996 (and Amendment No. 1
thereto), June 30, 1996 (and Amendment No. 1 thereto), and
September 30, 1996 (and Amendment No. 1 thereto);
3. The Company's Current Report on Form 8-K dated May 31,
1996 (and Amendment No. 1, Amendment No. 2, and Amendment No. 3
thereto);
4. The Company's Current Report on Form 8-K dated September
16, 1996;
5. The Company's Proxy Statement dated October 4, 1996, for
the Annual Meeting of Stockholders held November 6, 1996; and
6. The description of the Company's Common Stock contained
in its Proxy Statement dated October 4, 1996, for the Annual
Meeting of Stockholders held November 6, 1996.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof and prior to the termination of the offering made
hereby shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
document which also is, or is deemed to be, incorporated herein
by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to
constitute a part hereof, except as so modified or superseded.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of
any or all of the documents referred to above which have been or
may be incorporated by reference in this Prospectus. Requests
for such copies should be directed to Julie Risi, Investor
Relations, Headway Corporate Resources, Inc., 850 Third Avenue,
11th Floor, New York, NY 10022, telephone number: 212-508-3560.
THE COMPANY
General
Headway Corporate Resources, Inc., formerly AFGL
International, Inc. ("the Company"), is a provider of human
resource management and strategic advisory services in the United
States and overseas. The Company provides these services through
its wholly-owned subsidiaries, Headway Corporate Staffing
Services, Inc. ("Headway"), Whitney Partners, Inc. ("Whitney"),
and Furash & Company, Inc. ("Furash"). Headway was formed in
1996 to acquire Irene Cohen Temps, Inc., Corporate Staffing
Alternatives, Inc., Certified Technical Staffing, Inc., and the
operating assets of Irene Cohen Personnel, Inc. (collectively the
"IC Group"), which was completed in May 1996. In October 1996,
Headway acquired the assets of Vogue Personnel Services, Inc., of
New York City ("Vogue"), which have been incorporated in
Headway's staffing services business. Whitney conducts
operations in Europe through its wholly-owned subsidiary, The
Whitney Group (Europe) Limited, based in London, which also
operates through an office in Hong Kong. Whitney also maintains
an office in Japan.
The IC Group was purchased May 31, 1996, at a total price of
$9,230,391, plus an additional $500,000 payable only out of the
future net earnings derived from the acquired assets of Irene
Cohen Personnel, Inc., none of which has been paid as of the date
of this prospectus. The purchase price was paid in cash, and
determined through arms length negotiations between the Company
and the former shareholders of the IC Group on the basis of the
tangible assets of the IC Group and the goodwill associated with
the business. The former shareholders of the IC Group (which
includes the former executive officers) are Irene Cohen, Seymour
Cohen, Michael List, and Elaine Finegan, none of whom was
affiliated or associated with the Company or its affiliates prior
to the acquisition. Funding for the acquisition was provided by
debt financing obtained from ING (U.S.) Capital Corporation and
equity financing obtained by sale of the Company's Series D
Convertible Preferred Stock to certain of the Selling
Stockholders. Information on the financings is presented under
the caption "SELLING STOCKHOLDERS" below.
Vogue was purchased on October 21, 1996, at a total purchase
price of $2,400,000 paid in cash. The purchase price was
determined through arms length negotiations between the Company
and James Bozzomo, the sole shareholder and officer of Vogue, on
the basis of the tangible assets of Vogue and the goodwill
associated with the business. Mr. Bozzomo was not affiliated or
associated with the Company or its affiliates prior to the
acquisition. Funding for the acquisition was provided by a
revolving credit facility established by the Company with ING
(U.S.) Capital Corporation at the time of the IC Group
acquisition.
On November 6, 1996, the stockholders of the Company
approved a change in the state of incorporation of the Company
from Nevada to Delaware through a merger of the Company (then
AFGL International, Inc., a Nevada corporation) into Headway
Corporate Resources, Inc., a Delaware corporation formed for that
purpose. Documents of merger were filed with the states of
Nevada and Delaware on November 7, 1996, so that the change in
domicile is completed and the Company is now a Delaware
corporation with a new name, Headway Corporate Resources, Inc.
In the merger, all outstanding capital shares were exchanged on a
one share for one share basis, and the only change in the capital
of the Company was reduction of the par value for all capital
shares to $0.0001 per share. Hereinafter, the term "Company"
shall refer collectively to Headway Corporate Resources, Inc.,
Headway (including its subsidiaries), Whitney, and Furash, unless
the context otherwise indicates.
Human Resource Management Services
The human resource management services of the Company
provide businesses with staffing solutions and alternatives to
the complexities and high costs related to employment and human
resources. The Company offers a broad range of employment-related
services consisting of human resource administration (including
temporary and permanent placement services), executive search
services, employment regulatory compliance management, workers'
compensation coverage, health care, and other employee benefits.
The Company believes its services assist businesses in: (i)
locating and employing persons who will contribute to the owners'
business; (ii) meeting temporary staffing needs as they arise in
the business; (iii) managing escalating costs associated with
workers' compensation, health insurance coverage, workplace
safety programs, and employee-related litigation; (iv) providing
1099 consultants with competitive health care and related
benefits that are more characteristic of large employers; and (v)
reducing the time and effort required of business management to
deal with the increasingly complex legal and regulatory
environment affecting employment
The temporary placement, permanent placement, and employee
management services are provided primarily to clients in New York
City and surrounding areas. Whitney focuses on placement
services for middle and upper sales and management level
positions in the finance industry, and provides this service in
the United States, Japan, Europe, and Hong Kong. The Company has
traditionally focused its services, and marketing effort for such
services, on the financial services industry consisting of
investment banking firms, broker-dealers, banks, and similar
finance institutions. The Company intends to continue to focus
on this industry in the foreseeable future. The acquisition of
the IC Group and Vogue by Headway in 1996 will enable the Company
to further develop this core business. The long term plan of the
Company is to expand its services to the financial services
industry throughout the United States.
The Company's May 1996 acquisition of the IC Group was a
major step in establishing the Company as a full-service staffing
company serving the financial services industry, and marked the
Company's entrance into the temporary staffing industry. Based
on a market study obtained by the Company, the temporary staffing
industry is experiencing growth in revenues and earnings. Gross
revenues in the industry grew from $20 billion in 1991 to $40
billion in 1995, representing a compounded annual growth rate of
approximately 19%. It is estimated that this industry will grow
at an annual average rate of approximately 11% through the year
2000. This growth is attributable to a trend among employers to
control costs by reducing the number of employees and relying on
human resource management firms to provide temporary workers and
consultants as needed to satisfy staffing requirements as they
fluctuate between the peaks and valleys of the business cycle.
In an attempt to take advantage of this growth, the Company
will seek established temporary staffing and payrolling
businesses for possible acquisition throughout the United States.
Generally, the Company will seek businesses with gross annual
revenues of at least $2,000,000, that can increase the Company's
market share in areas where the Company is established or enable
the Company to enter the market in new geographical areas.
Consistent with the Company's history and experience in the
financial services industry, the Company has a strong interest in
acquiring businesses that have established clients in that
industry or are located in geographical areas where the financial
services industry has a significant or growing presence. It is
not anticipated that the Company will acquire any business with
which any of the Company's officers, directors, or principal
stockholders has any association, since the Company does not
believe any of such persons is associated with a temporary
staffing or payrolling business.
The Company has entered into a letter of intent for the
acquisition of a temporary staffing business based in North
Carolina. The acquisition is subject to negotiation of the final
terms of purchase, completion of the Company's review of the
business, the Company obtaining financing for the purchase, and
other contingencies. Under the letter of intent, the Company is
prohibited from disclosing the terms of purchase and the name of
the acquisition target unless and until the contingencies have
been resolved. The Company is of the opinion that the proposed
acquisition is not probable at the present time and, therefore,
no financial information on the acquisition target is being
presented in this Prospectus.
Advisory Services
Management and strategic advisory services are offered by
the Company in the United States through Furash, which is based
in Washington, D.C. These services are provided by Furash
primarily to banks, thrifts, and holding companies ranging in
size from $1 billion to $100 billion in assets; mortgage banks;
investment and brokerage firms; law firms with financial services
clients; private investors; insurance companies; regulatory
agencies; trade associations representing the industry; new
groups entering the industry; and international firms. The
Company advises its clients on all aspects of the financial
services industry, including client operations, new products and
services, marketing of products and services, cost containment
strategies, mergers and acquisitions, turnaround of troubled
institutions, technology and information planning, and regulatory
developments and trends.
Offices
The principal offices of the Company are located at 850
Third Avenue, New York, New York, 10022, where its telephone
number is (212) 508-3560.
RISK FACTORS
Potential Adverse Impact of Government Regulations
The Company's operations are affected by numerous federal,
state and local laws relating to labor, tax, insurance and
employment matters. By entering into an employment relationship
with employees who work at client company locations ("worksite
employees"), the Company assumes certain obligations and
responsibilities of an employer under these laws, which are
subject to varying interpretations. Uncertainties arising under
the Internal Revenue Code of 1986, as amended (the "Code")
include, but are not limited to, the qualified tax status and
favorable tax status of certain benefit plans provided by the
Company and other alternative employers and the status of 1099
worksite employees provided on a temporary basis. The
unfavorable resolution of these unsettled issues could have a
material adverse effect on the Company's results of operations
and financial condition.
The Internal Revenue Service is conducting a Market Segment
Study of the professional employer organization industry,
focusing on selected members of that industry (not including the
Company), in order to examine the relationships among provider
organizations, worksite employees, and owners of client
companies. The Company is unable to predict the timing or nature
of the findings of the Market Segment Study or the ultimate
outcome of such conclusions or findings, but the result could
impose restrictions or new regulations on the business of the
Company, adversely affect the current favored tax status of
Company employee plans, or disallow the current withholding and
reporting practices of the Company, any one or more of which
could adversely affect the business of the Company.
Difficulties Associated with Expansion into Additional States
The Company operates primarily in New York. Future growth
of Company operations depends, in part, on its ability to offer
its services to prospective clients in additional states. In
order to operate effectively in a new state, the Company must
obtain all necessary regulatory approvals, achieve acceptance in
the local market, adapt its procedures to that state's regulatory
requirements and local market conditions, and enhance internal
controls that enable it to conduct operations in several
locations. The length of time required to obtain regulatory
approval to begin operations will vary from state to state, and
there can be no assurance that the Company will be able to
satisfy licensing requirements or other applicable regulations of
any particular state in which it is not currently operating, that
it will be able to provide the full range of services currently
offered in New York, or that it will be able to operate
profitably within the regulatory environment of any state in
which it does obtain regulatory approval. The absence of
required licenses would require the Company to restrict the
services it offers.
Geographic Market Concentration
The Company's New York operations currently account for a
majority of its revenues. Accordingly, while a primary aspect of
the Company's growth strategy involves expansion outside of New
York for the foreseeable future, a significant portion of the
Company's revenues will be subject to economic factors specific
to New York. In addition, while the Company believes that its
market expansion plans will eventually lessen or eliminate this
risk in addition to generating revenue growth, there can be no
assurance that the Company will be able to duplicate in other
markets the revenue growth and operating results experienced in
its New York market.
Effect of Financial Industry Conditions
The Company offers its services primarily to the financial
services industry. During periods of poor performance by the
economy and capital markets, members of the financial services
industry generally do not develop and market new financial
products, do not expand existing services and operations, and do
not employ new personnel or require the services of temporary
employees. Accordingly, during these periods of poor performance
the demand for the Company's services may decrease, which would
adversely affect its operations. Since the Company intends to
continue its emphasis on the financial services industry, it
should be expected that the Company's results of operations for
any given year will depend, to a certain extent, on the
performance of the financial services industry.
Dependence Upon Employees
The Company is dependent to a substantial extent upon the
continuing efforts and abilities of certain employees. The
Company has negotiated long-term employment agreements with
certain employees, but not with all employees who make
significant contributions to the Company. The Company possesses
key-man life insurance policies on the lives of certain
employees. The loss of services of certain employees, including
those with employment agreements, could have a material adverse
effect upon the Company's financial condition and results of
operations, notwithstanding any cash benefits the Company may
receive from key-man life insurance.
Adverse Consequences of Client Financial Difficulty
The Company is obligated to pay the wages and salaries of
its worksite employees regardless of whether its clients pay on a
timely basis or at all. To the extent that any client
experiences financial difficulty, or is otherwise unable to meet
its obligations as they become due, the Company's financial
condition and results of operations could be materially adversely
affected.
Failure to Manage Growth
The Company intends to pursue internal growth and an
acquisition strategy. This growth may place a significant strain
on the Company's management, financial, operating, and technical
resources. The Company has limited acquisition experience in the
human resource management industry, and there can be no assurance
that suitable acquisition candidates can be found, that the
Company will have or be able to obtain the necessary financing to
consummate acquisitions, that acquisitions can be consummated on
favorable terms, or that any acquired companies can be
successfully integrated into the Company's operations. There can
be no assurance that management skills and systems currently in
place will be adequate to implement the Company's strategy, and
the failure to manage growth effectively or to implement its
strategy could have a material adverse effect on the Company's
results of operations and financial condition.
Liabilities for Client and Employee Actions
A number of legal issues remain uncertain with respect to
the co-employment arrangements among temporary placement
businesses, their clients and worksite employees, including
questions concerning the ultimate liability for violations of
employment and discrimination laws. The Company's standard client
service agreements establish a contractual division of
responsibilities for various human resource matters, including
compliance with and liability under various governmental
regulations. Nevertheless, the Company may be subject to
liability for violations of these or other laws despite these
contractual provisions, even if it does not participate in such
violations. Although such client service agreements generally
provide that the client is to indemnify the Company for any
liability attributable to the client's failure to comply with its
contractual obligations and the requirements imposed by law, the
Company may not be able to collect on such a contractual
indemnification claim and thus may be responsible for satisfying
such liabilities. In addition, worksite employees may be deemed
to be agents of the Company, subjecting the Company to liability
for the actions of such worksite employees.
Adverse Effect of Competition and New Market Entrants
The human resource management industry is highly fragmented,
with a very large number of companies providing similar
employment services. The Company encounters competition from
other employer organizations and from single-service and "fee for
service" companies such as payroll processing firms, insurance
companies and human resource consultants. In addition, the
Company may encounter substantial competition from new market
entrants. Some of the Company's current and future competitors
may be significantly larger, have greater name recognition and
have greater financial marketing and other resources than the
Company. There can be no assurance that the Company will be able
to compete effectively against such competitors in the future.
SELLING STOCKHOLDERS
The following table provides the names and the number of
Shares owned by each Selling Stockholder. Since the Selling
Stockholders may sell all, some or none of the Shares that may be
offered hereby, no estimate can be made of the aggregate number
of Shares that will actually be offered hereby or that will be
owned by each Selling Stockholder upon completion of the offering
to which this Prospectus relates.
The Shares offered by the Prospectus may be offered from
time to time by the Selling Stockholders named below:
Selling Stockholder Shares Percent Shares that
Beneficially of May Be
Owned Prior to Class Offered
the
Offering
Wood Gundy London 393,000 5.9 393,000
Ltd.
The Tail Wind Fund 687,954 9.8 393,000
Ltd.
Hull Overseas Ltd. 167,229 2.6 167,229
Leibel Stern 21,405 0.3 21,405
Jules Nordlicht 218,546 3.4 218,546
A. Zyskind 155,398 2.4 155,398
Halifax Fund, L.P. 315,856 4.8 315,856
ING (U.S.) Capital 575,000 8.4 575,000
Corporation
Ehud D. Laska 84,856 1.3 64,856
Richard S. Frary 32,428 0.5 32,428
Joel A. Mael 31,177 0.5 31,177
Karen J. Furst 1,250 Nil 1,250
On June 14, 1996, the Company completed a private placement
of Series D Convertible Preferred Stock. The Company sold 80
shares of Series D Convertible Preferred Stock for $4,000,000,
which was used for the acquisition of the IC Group and working
capital. Each of the Selling Stockholders listed above, except
ING (U.S.) Capital Corporation, Ehud D. Laska, Richard S. Frary,
Joel A. Mael, and Karen J. Furst, were purchasers in the private
placement. The shares were sold in reliance on the exemption
from registration set forth in Section 4(2) of the Securities Act
and Rule 506 promulgated thereunder. In the offering each
purchaser signed a written stock purchase agreement containing
representations to the effect that each purchaser was an
"accredited investor" as that term is defined in Rule 501 adopted
under the Securities Act. Each purchaser further represented the
shares were purchased for its own account, and acknowledged that
the shares were not registered under the Securities Act and can
not be sold in the absence of registration or an exemption from
registration. No form of general advertising or solicitation was
used to offer or sell the Series D Convertible Preferred Stock.
For purposes of claiming the exemptions, the Company sent by
certified mail on June 14, 1996, to the Commission a notice of
the sale of the securities on Form D.
The face value for each share of Series D Convertible
Preferred Stock ($50,000), is convertible to Common Stock of the
Company at the lesser of $5.210625 or 80% of the market price for
the Company's Common Stock on the date of conversion. Dividends
are payable on the Series D Convertible Preferred Stock at the
rate of 8% per annum. In the event of conversion, the Company
may, at its election, issue Common Stock in payment of the
dividend. On conversion, the holders of the Series D Convertible
Preferred Stock are entitled to receive a warrant to purchase one
share of Common Stock for every four shares of Common Stock
issued on conversion exercisable on or before May 1, 1999, at an
exercise price of $4.25 per share. The amounts reflected in the
foregoing table for the Shares owned by the Selling Stockholders
who are holders of Series D Convertible Preferred Stock assume
that all outstanding preferred stock is converted nine months
following issuance at an estimated price of $2.00 per Share.
Based on this assumption, a total of 980,500 Shares would be
issued to Selling Stockholders on conversion of the remaining
outstanding Series D Convertible Preferred Stock (including
Shares issued in payment of dividends), and warrants to purchase
an additional 231,250 Shares would be issued to such Selling
Stockholders.
In September 1996, Leibel Stern and Jules Nordlicht
converted all of their Series D Convertible Preferred Stock to
Common Stock, and A. Zyskind converted all but two shares of his
Series D Convertible Preferred Stock to Common Stock. In October
1996, the Halifax Fund, L.P., converted two shares of its Series
D Convertible Preferred Stock to Common Stock. In November 1996,
Hull Overseas Ltd., converted three shares and the Halifax Fund,
L.P., converted an additional two shares of Series D Convertible
Preferred Stock to Common Stock. The foregoing conversions
represent $2,150,000 in face value of Series D Convertible
Preferred Stock, and the average price of the conversions was
$2.91. The figures in the above table for Messrs. Stern,
Nordlicht, and Zyskind, the Halifax Fund, L.P., and Hull Overseas
Ltd., represent the number of shares of Common Stock held of
record, the number of warrants issued on conversion to purchase
additional shares of Common Stock, and the estimated number of
additional shares of Common Stock issuable on conversion of the
remaining shares of Series D Convertible Preferred Stock held, if
any, based on the assumptions set forth in the preceding
paragraph.
In connection with the placement of Series D Convertible
Preferred Stock, the Company entered into a registration rights
agreement in which it agreed to use its best efforts to file a
registration statement on Form S-3 covering the shares of Common
Stock issuable on conversion of the Series D Convertible
Preferred Stock. The Company has complied with that agreement.
The Tail Wind Fund Ltd., received a consulting fee in connection
with the private placement consisting of $200,000 in cash and
warrants to purchase 120,000 shares of the Company's Common Stock
exercisable over a period of five years commencing September 1,
1996, at a price of $4.25 per share. The Tail Wind Fund Ltd.,
holds an additional warrant to purchase 120,000 shares of the
Company's Common Stock exercisable over a period of five years
commencing June 1, 1996, at a price of $4.25 per share.
On May 31, 1996, the Company entered into a Credit Agreement
with ING (U.S.) Capital Corporation ("ICC"). Under the Credit
Agreement, ICC made a term loan of $9,000,000 to the Company, and
established a $6,000,000 revolving credit facility for the
Company. These funds have been used for the acquisition of the
IC Group, the acquisition of Vogue, and working capital. In
connection with this financing arrangement, the Company granted
to ICC the Series E Warrant to purchase 575,000 shares of Series
E Convertible Preferred Stock of the Company at an exercise price
of $0.02 per share. The Company has placed a value of $1,757,000
on the Series E Warrant, which it will amortize over the five
year payment period of the term loan as a loan acquisition
expense. The Series E Convertible Preferred Stock is convertible
at the election of the holder to Common Stock of the Company at
the rate of one share for one share, subject to adjustment based
on anti-dilution provisions. The Company also entered into a
Registration Rights Agreement with ICC pertaining to the Common
Stock of the Company issuable on conversion of the Series E
Convertible Preferred Stock. Under the terms of the Registration
Rights Agreement, the Company is required to file and keep
effective a shelf registration covering the Common Stock issuable
to ICC. In the Registration Rights Agreement, ICC agrees not to
make any private or public sale of the Common Stock prior to May
31, 1997.
In July of 1993, the Company entered into a consulting
agreement with an investment banking and consulting firm. As
partial consideration under the agreement, the Company issued to
the consulting firm warrants to purchase 129,711 shares of the
Company's Common Stock at an exercise price of $1.25 per share
(the "1993 Warrants"). The 1993 Warrants were subsequently
transferred to affiliates of the consulting firm; Ehud D. Laska,
Richard S. Frary, Joel A. Mael, and Karen J. Furst. Mr. Laska
was subsequently elected a director of the Company. In addition,
Mr. Laska currently serves as the chairman of the board of a
member firm of the National Association of Securities Dealers,
Inc. ("NASD"). Messrs. Frary and Mael own stock in a general
partner of an NASD member firm.
In connection with the Company's debt and equity financings
in 1996, Ehud D. Laska and Ziad K. Abdelnour rendered services to
the Company, including, advise on financing alternatives,
identifying potential finance sources, and structuring and
negotiating the terms of financing. In consideration for such
services, the Company agreed to pay cash compensation based on a
percentage of the financing obtained and issue warrants to
purchase common stock of the Company on negotiated terms.
Accordingly, the Company paid to PAL International, Inc., a
corporation owned by Mr. Laska, and Mr. Abdelnour, in equal
shares, a total of $582,500 in cash. In addition, the Company
granted to Mr. Laska and Mr. Abdelnour warrants to purchase
240,000 shares of Common Stock exercisable over a period of four
years commencing May 31, 1997, at an exercise price of $4.25 per
share.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Stockholders in transactions for their own account (which may
include block transactions) in the over-the-counter market,
negotiated transactions, or in a combination of such methods of
sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Shares
directly to purchasers or to or through underwriters, agents or
broker-dealers, and such underwriters, agents or broker-dealers
my receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of
Shares for whom such underwriters, agents or broker-dealers may
act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess
of customary commissions). The Selling Stockholders, any agents
or brokers executing sales orders on behalf of Selling
Stockholders, and dealers to whom the Shares may be sold, may,
under certain circumstances, be considered "underwriters" within
the meaning of the Securities Act, and any commissions received
by such underwriters, agents or broker-dealers and any profit on
the resale of the Shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Shares may be offered from time to time following the
date of this Prospectus, subject to the right of the Company to
suspend (and later resume) the distribution of Shares hereunder
as required by law or upon the advice of counsel (regarding
violations of law or regulations). At the time a particular
offer is made, a Prospectus supplement, if required, will be
distributed that sets forth the name or names of underwriters,
agents or broker-dealers; the number of Shares involved; any
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; and other facts material to
the transaction. As of the date of this Prospectus, there are no
selling arrangements between the Selling Stockholders and any
underwriter, broker or dealer.
As required by the Registration Rights Agreement with the
holders of the Series D Convertible Preferred Stock, the
Registration Rights Agreement with the holder of the Series E
Warrant and the terms of the 1993 Warrants, the Company has filed
the Registration Statement, of which this Prospectus forms a
part, with respect to the sale of the Shares. The Company will
not receive any of the proceeds from the sale of the Shares. The
Company will bear the costs of registering the Shares under the
Securities Act, including the registration fee under the
Securities Act, legal and accounting fees (including legal fees
for counsel to the Selling Stockholders) and any printing
expenses. The Selling Stockholders will bear all other expenses
in connection with this offering, including selling commissions
and brokerage fees.
Pursuant to the terms of their respective agreements, the
Company and the Selling Stockholders have agreed to indemnify
each other and certain other related parties for certain
liabilities in connection with the registration of the Shares,
including liabilities under the Securities Act. The Selling
Stockholders and the Company may agree to indemnify any broker-
dealer or agent that participates in transactions involving the
Shares against certain liabilities, including liabilities under
the Securities Act.
LEGAL OPINION AND EXPERTS
The validity of the issuance of the Shares offered hereby is
being passed upon for the Company by Lehman, Jensen & Donahue,
L.C., counsel to the Company.
The financial statements of AFGL International, Inc., and
subsidiaries as of December 31, 1995, and for each of the fiscal
years in the two-year period ended December 31, 1995,
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended December
31, 1995, have been so included in reliance on the report of
Moore Stephens, P.C. (formerly Mortenson and Associates, P.C.),
independent accountants, given on the authority of said firm as
experts in auditing and accounting. In such financial statements,
Moore Stephens, P.C., has relied on the report dated April 12,
1996, of Kingston Smith, Chartered Accountants, (incorporating
and formally Letchfords) with respect to the financial statements
of Whitney Group (Europe) Limited, given on the authority of said
firm as experts in auditing and accounting.
The combined financial statements of Irene Cohen Temps,
Inc., and Certified Technical Staffing, Inc., at December 31,
1995 and 1994 and for each of the two years in the period ended
December 31, 1995, and the combined financial statements of Irene
Cohen Personnel, Inc., and Corporate Staffing Alternatives, Inc.,
at December 31, 1995 and 1994 and for each of the two years in
the period ended December 31, 1995, incorporated by reference in
this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
reports thereon, also incorporated herein by reference, in
reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY SELLING STOCKHOLDER. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATES
AS OF WHICH INFORMATION IS SET FORTH HEREIN. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
2
THE COMPANY
3
RISK FACTORS
5
SELLING STOCKHOLDERS
7
PLAN OF DISTRIBUTION
9
LEGAL OPINION AND EXPERTS
9
3,364,711 SHARES
HEADWAY CORPORATE RESOURCES, INC.
COMMON STOCK ($.0001 Par Value)
PROSPECTUS
February 11, 1997
