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UNITED STATES
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 earliest event reported): July 1, 1999
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-23198 36-3536544
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
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2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
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(Address, including zip code, of principal executive office)
(954) 938-7600
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 2, 1999, Interim Services Inc., a Delaware corporation
("Interim"), Interim Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Interim ("Sub"), and Norrell Corporation, a Georgia
corporation ("Norrell"), completed the merger (the "Merger") of Norrell with and
into Sub. Under the terms of the Merger, the shareholders of Norrell received in
exchange for each share of Norrell's common stock either 0.9 share of Interim's
common stock or a cash payment of $18.7622. The holders of approximately 12% of
Norrell's common stock elected to receive the cash payment. Accordingly, Interim
issued approximately 21 million shares of Interim's common stock to former
Norrell shareholders and converted existing options to purchase Norrell common
stock into options to purchase approximately 1.7 million shares of Interim
common stock. The value of the transaction based upon the closing price of
Interim common stock on June 30th is approximately $625 million. The combined
company is traded on the New York Stock Exchange under the symbol "IS."
The Agreement and Plan of Merger (the "Merger Agreement") by and among
Interim, Sub and Norrell dated March 24, 1999 was filed as an exhibit to
Interim's Current Report on Form 8-K dated March 24, 1999. Amendments to the
Merger Agreement dated April 27, 1999 and May 24, 1999 were filed as exhibits to
Interim's Registration Statement on Form S-4, File No. 333-79191 (the "S-4
Registration Statement"), which amendments are incorporated herein by reference.
A copy of the press releases issued by Interim and Norrell on July 1,
1999 announcing shareholder approval of the Merger and on July 6, 1999
announcing completion of the Merger are attached hereto as Exhibits 99.1 and
99.2, respectively, and are incorporated herein by reference.
ITEM 5. OTHER EVENTS.
On July 1, 1999, the Board of Directors and shareholders of Interim
approved amendments to Interim's Restated Certificate of Incorporation to (i)
increase the number of Interim's authorized shares of common stock from
100,000,000 shares to 200,000,000 shares and (ii) delete the requirement of the
affirmative vote of the holders of at least two-thirds of Interim's outstanding
common stock to amend, modify, alter or repeal any provision of Interim's
By-laws. These amendments became effective on July 6, 1999. A copy of the
Certificates of Amendment to Interim's Restated Certificate of Incorporation
providing for the foregoing amendments are attached hereto as Exhibit 3.1 and
Exhibit 3.2 and are incorporated herein by reference.
On July 2, 1999, Guy W. Millner, formerly the principal shareholder and
a member of the Board of Directors of Norrell, was appointed to Interim's Board
of Directors, to serve until Interim's 2001 annual meeting of shareholders or
until his successor shall have been duly elected and qualified. Mr. Millner
filled an existing vacancy on Interim's Board of Directors.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The required financial statements of Norrell are not included in this
report because substantially the same information was included in the Annual
Report of Norrell on Form 10-K filed for the fiscal-year ended November 1, 1998
and the Quarterly Report of Norrell Corporation on Form 10-Q filed for the
fiscal quarter ended January 31, 1999, which are incorporated by reference into
the S-4 Registration Statement.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required in connection with the
Merger is not included in this report because substantially the same information
was included in the section of the S-4 Registration Statement captioned
"Unaudited Pro Forma Combined Financial Data".
(c) EXHIBITS.
3.1 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
3.2 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
99.1 Press Release dated July 1, 1999.
99.2 Press Release dated July 6, 1999.
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SIGNATURES
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.
Date: July 8, 1999 By: /s/ Raymond Marcy
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Raymond Marcy
Chairman, President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Description
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3.1 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
3.2 Certificate of Amendment to Restated Certificate of
Incorporation of Interim Services Inc.
99.1 Press Release dated July 1, 1999.
99.2 Press Release dated July 6, 1999.
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION OF
INTERIM SERVICES INC.
FIRST: Interim Services Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), pursuant to the
provisions of the General Corporation Law of the State of Delaware (the "DGCL"),
DOES HEREBY CERTIFY as follows:
1. The Restated Certificate of Incorporation of the Corporation as
previously amended (the "Restated Certificate of Incorporation") is hereby
amended by deleting the first paragraph and subparagraph (i) of ARTICLE FOURTH
of the Restated Certificate of Incorporation in their present form and
substituting therefor a new first paragraph and subparagraph (i) of ARTICLE
FOURTH in the following form:
FOURTH: The aggregate number of shares of all classes of
stock that the Corporation shall have authority to issue is
202,500,000 divided into two classes as follows:
(i) 200,000,000 shares of a class designated Common
Stock, with a par value of $0.01 per share; and
2. The remainder of the Restated Certificate of Incorporation of
Interim Services Inc. is hereby ratified and remains in full force and effect.
SECOND: The Amendment to the Restated Certificate of Incorporation of
the Corporation set forth in this Certificate of Amendment has been duly adopted
in accordance with the provisions of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
Amendment and declaring its advisability and submitting it to the stockholders
of the Corporation for their approval, and (b) the stockholders of the
Corporation having duly adopted such Amendment at a Special Meeting of the
Stockholders, called and held upon notice in accordance with Section 222 of the
DGCL, by vote of the holders of a majority of the outstanding stock entitled to
vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Roy G. Krause, its Executive Vice President & CFO, and
attested by John B. Smith, its Secretary this 6th day of July, 1999.
INTERIM SERVICES INC.
By: /s/ Roy G. Krause
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Name: Roy G. Krause
Title: Executive Vice President & Chief
Financial Officer
ATTEST:
By: /s/ John B. Smith
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John B. Smith
Secretary
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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION OF
INTERIM SERVICES INC.
FIRST: Interim Services Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), pursuant to the
provisions of the General Corporation Law of the State of Delaware (the "DGCL"),
DOES HEREBY CERTIFY as follows:
1. The Restated Certificate of Incorporation of the Corporation as
previously amended (the "Restated Certificate of Incorporation") is hereby
amended by deleting ARTICLE TENTH of the Restated Certificate of Incorporation
in its present form and substituting therefor a new ARTICLE TENTH in the
following form:
TENTH: The affirmative vote of the holders of not less
than 2/3 of the outstanding shares of stock of the Corporation
entitled to vote generally in the election of directors shall
be required to amend, modify, alter or repeal Articles Fifth,
Eighth and Tenth of this Restated Certificate of
Incorporation.
2. The remainder of the Restated Certificate of Incorporation of
Interim Services Inc. is hereby ratified and remains in full force and effect.
SECOND: The Amendment to the Restated Certificate of Incorporation of
the Corporation set forth in this Certificate of Amendment has been duly adopted
in accordance with the provisions of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
Amendment and declaring its advisability and submitting it to the stockholders
of the Corporation for their approval, and (b) the stockholders of the
Corporation having duly adopted such Amendment at a Special Meeting of the
Stockholders, called and held upon notice in accordance with Section 222 of the
DGCL, by the affirmative vote of the holders of at least two-thirds of the
outstanding shares of stock entitled to vote generally in the election of
directors.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Roy G. Krause, its Executive Vice President & CFO, and
attested by John B. Smith, its Secretary this 6th day of July, 1999.
INTERIM SERVICES INC.
By: /s/ Roy G. Krause
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Name: Roy G. Krause
Title: Executive Vice President & Chief
Financial Officer
ATTEST:
By: /s/ John B. Smith
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John B. Smith
Secretary
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EXHIBIT 99.1
INTERIM SERVICES INC. AND NORRELL CORPORATION MERGER APPROVED
COMBINED $4 BILLION COMPANY POISED FOR GLOBAL LEADERSHIP IN
HUMAN CAPITAL MANAGEMENT
FORT LAUDERDALE, Fla., and ATLANTA, Georgia, July 1, 1999 -- Interim
Services Inc. (NYSE: IS) and Norrell Corporation (NYSE: NRL), two of the world's
leading staffing and workforce consulting companies, today announced shareholder
approval of the merger of Norrell with Interim. The merger is expected to close
effective 5:00 p.m. July 2, 1999. The combined company will be traded on the
NYSE under the symbol "IS" beginning July 6, 1999.
"Our shareholders have overwhelmingly approved this merger which
capitalizes upon the strength of the two best competitors in the staffing
industry and positions the Company for global leadership in the human capital
management arena," said Ray Marcy, president, CEO and chairman of Interim
Services Inc. "In addition, we have already made significant strides in
integrating the two companies, including the realignment of the combined $2
billion Commercial Staffing organization which will be headquartered in Atlanta.
We will continue the integration process and we look forward to the substantial
synergies that are anticipated to result."
According to the merger agreement, shareholders of Norrell will receive
either 0.9 shares of Interim common stock or a cash payment of $18.7622. The
holders of approximately 12% of Norrell's common stock elected to receive cash
in lieu of Interim stock. Therefore, Interim will issue approximately 21 million
shares to former Norrell shareholders and convert existing Norrell stock options
into options to purchase approximately 1.7 million shares of Interim common
stock. The value of the transaction based upon the closing price of Interim
stock on June 30, 1999, and debt assumed is approximately $625 million.
The company will operate through approximately 1,350 offices throughout
North America, Europe and Asia Pacific, with 1999 proforma revenues of
approximately $4 billion in 1999. It provides flexible staffing, consulting,
search/recruitment, managed services and outsourcing services. The Company is a
leading provider worldwide in the areas of accounting, information technology,
legal, human resources, sales and marketing, as well as administrative, clerical
and light industrial services.
About Interim Services Inc.
Interim Services Inc., headquartered in Ft. Lauderdale, FL, is a leader
in the assessment, measurement and deployment of human capital. The Company
operates through a network of nearly 880 offices throughout North America,
Europe and Australia/Asia. More information is available on the Interim web site
at www.interim.com.
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About Norrell Corporation
Norrell Corporation is a strategic workforce management company that
integrates client business strategies with workforce strategies to strengthen
organizational effectiveness and flexibility. The Company provides its services
to an extensive client base through a multinational network of company-owned,
franchised and outsourcing locations. Norrell's web site is
http://www.norrell.com.
This press release contains certain forward-looking statements
regarding the Company's market share, prospects and future growth in revenues
and profits, all of which involve risks and uncertainties. The Company intends
that the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 apply to such forward-looking statements. The Company's actual results
could differ materially from the results anticipated in these forward- looking
statements as a result of certain factors set forth under "Risk Factors" and
elsewhere in the Company's S-4 Registration Statement, the Company's
Registration Statements on Form S-3 dated April 23, 1998, and as discussed in
the Company's reports on Forms 10-K, 10-Q and 8-K made under the Securities and
Exchange Act of 1934. In addition, changes in market, business or economic
conditions, significant acquisitions or other transactions could create material
differences in the results anticipated in these forward-looking statements.
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EXHIBIT 99.2
INTERIM SERVICES INC. COMPLETES MERGER WITH NORRELL CORPORATION
FORT LAUDERDALE, Fla., July 6, 1999 -- Interim Services Inc. (NYSE: IS)
today announced that the merger of Norrell Corporation with Interim was
completed as anticipated and effective at 5:00 p.m. July 2, 1999. Beginning
today, the combined Company will be traded on the NYSE under the symbol "IS."
On July 1, 1999, Interim Services Inc. and Norrell Corporation issued a
joint press release announcing shareholder approval of the merger and discussing
further details of the transaction.
About Interim Services Inc.
Interim Services Inc., headquartered in Ft. Lauderdale, FL, is a leader
in the assessment, measurement and deployment of human capital. The Company
operates through a network of nearly 880 offices throughout North America,
Europe and Australia/Asia. More information is available on the Interim web site
at http://www.interim.com.
About Norrell Corporation
Norrell Corporation is a strategic workforce management company that
integrates client business strategies with workforce strategies to strengthen
organizational effectiveness and flexibility. The Company provides its services
to an extensive client base through a multinational network of company-owned,
franchised and outsourcing locations. Norrell's web site is
http://www.norrell.com.
