SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of event reported): January 28, 1998.
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 (Zip Code)
offices)
Registrant's Telephone Number: (212) 508-3560
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 28, 1998, Headway Corporate Resources, Inc.
("Company"), entered into commitment letters for $110,000,000 of
proposed new financing. The new financing will include a
$75,000,000 Senior Credit Facility and $35,000,000 of junior
financing. The Company has signed an engagement letter with
NationsBank N.A., to act as Agent for the Senior Credit Facility,
to be syndicated on a best efforts basis. The Company has
received commitments for all of the junior capital, which will
consist of $11,666,667 of Senior Subordinated Notes and
$23,333,333 of Convertible Preferred Stock. The Company will use
the new capital to refinance existing debt, make additional
acquisitions, and for general corporate purposes. The Company
expects to close the financing by March 12, 1998. The
commitments received by the Company are subject to customary
conditions, including the satisfactory completion of due
diligence on the Company and negotiation and execution of
definitive documentation.
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 regarding events, conditions, and other matters that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position. Investors
are cautioned that any forward-looking statements are not
guaranties of future events or performance and are subject to
risks and uncertainties, and that actual events may differ
materially from those included within the forward-looking
statements as a result of various factors, including, but not
limited to, the conditions described above pertaining to
completion of due diligence on the Company and negotiation and
execution of definitive documentation for the proposed financing.
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: February 10, 1998 By: /s/ Barry S. Roseman
President
