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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: June 6, 1996
Date of Earliest Event Report: May 23, 1996
Interim Services Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdictions of incorporation or organization)
0-23198 36-3536544
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(Commission File Number) (I.R.S. Employer Identification No.)
2050 Spectrum Boulevard, Ft. Lauderdale, Florida 33309-3008
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(Address of principal executive offices, including zip code)
(305) 938-7600
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(Registrant's telephone number, including area code)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On February 27, 1996, Interim Services Inc., a Delaware corporation
("Interim Services"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Delco Merger Corp., a Delaware corporation and a wholly-owned
subsidiary of Interim Services ("Merger Sub"), and Brandon Systems Corporation,
a Delaware corporation ("Brandon"). The Merger Agreement provided for the
merger of Merger Sub with and into Brandon (the "Merger"), with Brandon as the
surviving corporation and a wholly-owned subsidiary of Interim Services.
Pursuant to the Merger Agreement, upon the Effective Time (defined below), each
outstanding share of Brandon Common Stock, par value $0.10 per share was
converted into the right to receive 0.88 shares of Interim Common Stock, par
value $0.01 per share ("Interim Common Stock"), subject to certain anti-
dilution adjustments and with cash paid in lieu of fractional shares.
On May 23, 1996, (i) a special meeting of the stockholders of Brandon
(the "Brandon Stockholders") was held wherein the Brandon Stockholders voted to
approve the Merger Agreement and the Merger, (ii) a special meeting of the
stockholders of Interim Services (the "Interim Services Stockholders") was held
wherein the Interim Services Stockholders voted to approve the issuance of
Interim Common Stock pursuant to the Merger, and (iii) the Merger became
effective upon the filing of a Certificate of Merger with the Secretary of
State of the State of Delaware (the "Effective Time").
Founded in 1968, Brandon is a nationwide outsourcing service company
supplying technical and professional computer staff specializing in information
technology services. Brandon provides a broad range of services to its
customers to enable them to meet their information systems needs. Services
provided by Brandon consist of technical and professional short-term
supplemental staffing services, special outsourcing services and computer
training services. Brandon offers all of its services from branch offices
located in, or in close proximity to, major cities throughout the United
States.
A copy of the joint press release issued by Interim Services and
Brandon announcing the completion of the Merger is filed herewith as Exhibit 2
and is incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The financial statements of the business acquired, Brandon, required
by this Item have been incorporated by reference from Brandon's Annual Report
on Form 10-K for the fiscal year ended October 1, 1995 and Brandon's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 1995 into the
Proxy Statement (as hereinafter defined), which is filed herewith at Exhibit 3
and such financial statements are incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information required by this Item is contained
under the heading "INTERIM SERVICES INC. AND BRANDON SYSTEMS CORPORATION
UNAUDITED PROFORMA COMBINED CONDENSED FINANCIAL INFORMATION" of the Proxy
Statement which is filed herewith at Exhibit 3 and such financial information
is incorporated herein by reference.
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(c) Exhibits.
1. Merger Agreement, dated February 27, 1996, previously filed with
the Securities and Exchange Commission as Exhibit A to the Proxy
Statement, is hereby incorporated by reference.
2. Joint Press Release, dated May 24, 1996, issued by Interim
Services and Brandon.
3 The Interim Services Proxy Statement, dated April 24, 1996 (the
"Proxy Statement"), previously filed with the Securities and
Exchange Commission, is hereby incorporated by reference.
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.
INTERIM SERVICES INC.
(Registrant)
By: /s/ John B. Smith
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Dated: June 6, 1996 John B. Smith, Esq.
Senior Vice President and General Counsel
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EXHIBIT 2
[CORPORATE LOGO]
Interim Services Inc.
Investor Contact: Roy Krause
(954) 489-6225
Media Contact: Karen Haines
(212) 508-9623
COMPLETED MERGER BETWEEN INTERIM AND BRANDON
CREATES ONE OF THE LARGEST INFORMATION TECHNOLOGY STAFFING UNITS IN U.S.
FT. LAUDERDALE, Fla., and LYNDHURST, N.J., May 24, 1996 -- Interim
Services Inc. (Nasdaq:INTM) and Brandon Systems Corporation (AMEX:BRA) today
announced the completion of the previously announced merger agreement. In the
transaction valued at approximately $194 million, Brandon Systems Corporation
stockholders received 0.88 shares of Interim Services Inc. stock for each
Brandon share. The merger, accounted for as a pooling of interests, is a tax
free reorganization. Brandon will change its name to Interim Technology. Ira
B. Brown, 69, chairman and CEO of Brandon Systems Corporation has previously
announced his intention to retire upon completion of this merger. All other
senior Brandon management plan to continue with the merged company in their
current scopes of responsibility.
According to Interim President and CEO Ray Marcy, the merger forms one of
the nation's largest information technology staffing operations, collectively
Interim Technology, with 50 branches in the U.S. and U.K. and anticipated
annualized revenues of $220 million in 1996. For Interim, the transaction
yields the following distinct competitive advantage:
* Interim Technology offers the widest range of information technology (IT)
skills in the industry, from upper-level IT services, such as management
consulting, network integration, and software testing and validation, to
supplemental staffing in support of data center operations, help desk
operations and computer programming.
* Interim Technology will have a unique opportunity to accelerate its
expansion through client base sharing between Brandon and Computer Power
Group. Because these units offer distinct skills within the IT discipline,
each will be able to increase business by offering new skills to existing
clients.
(more)
CORPORATE SERVICE CENTER
2050 SPECTRUM BOULEVARD, FORT LAUDERDALE, FL 33309-3008 . (954) 938-7600
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Interim Services Inc./Completed Brandon Systems Corporation Merger
May 24, 1996/Page 2
* As witnessed with previous Professional Services additions, Interim On-
Premise provides fertile ground for cross-selling opportunities, due to our
long-standing relationships with large, sophisticated users of flexible
help. Many On-Premise clients have pre-existing needs for the IT skills
Brandon specializes in.
* Moreover, Interim Technology will have significant growth opportunities by
partnering with the 525 Interim Commercial offices throughout the U.S. and
Canada.
Marcy commented, "In line with our acquisition strategy, Brandon not only
offered healthy financial performance, but met our criteria for operational
excellence and outstanding cultural fit with the Interim organization. As a
result, this merger has hit the ground running with impressive cross-selling
initiatives well underway. Interim Technology operates at higher gross
margins, as does the entire Professional Services unit, and we expect to
realize significant growth in this niche business in the months and years
ahead."
Interim Services Inc. is a $1.4 billion provider of staffing and health
care solutions, including flexible staffing, full-time placement, consulting,
home health care and facility staffing. Headquartered in Ft. Lauderdale, Fla.,
Interim has more than 900 offices throughout the United States, Canada and the
United Kingdom. Its Commercial Division offers personnel in areas such as
information technology, legal, and accounting, as well as administrative and
light industrial. The HealthCare Division provides physicians, nurses,
therapists and home health aides.
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