SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 2, 2000
Trans Global Services, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-23382 62-1544008
(State or other jurisdiction (Commission (IRS Employer
corporation File No.) Identification No.)
1393 Veterans Memorial Highway, Hauppauge, New York 11788
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (516) 724-0040
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Item 2. Acquisition or Disposition of Assets.
On February 2, 2000, the Registrant and IT Staffing Ltd. terminated the
Agreement and Plan of Merger (the "Agreement") among the Registrant, IT Staffing
Ltd. and ITS Acquisition Corp.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Termination Agreement dated February 2, 2000, by and among IT Staffing Ltd.
and ITS Acquisition Corp. and the Registrant.
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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.
TRANS GLOBAL SERVICES, INC.
s/ Joseph G. Sicinski
Date: February , 2000 Joseph G. Sicinski
President and CEO
Exhibit 2.1
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TERMINATION AGREEMENT
Termination Agreement dated this 2nd day of February, 2000, by and among IT
Staffing Ltd., an Ontario corporation ("Parent"), ITS Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Subsidiary"), and
Trans Global Services, Inc., a Delaware corporation ("Trans Global"), Parent,
Subsidiary and Trans Global being collectively referred to as the "Parties" and
each, individually, as a "Party."
W I T N E S S E T H:
WHEREAS, the Parties have entered into an agreement and plan of merger (the
"Merger Agreement") dated November 1, 1999; and
WHEREAS, each of the Parties has determined that the consummation of the Merger,
as defined in the Merger Agreement, pursuant to the Merger Agreement is not in
the best interest of such Party;
WHEREFORE, the Parties do hereby agree as follows:
1. The Merger Agreement is hereby terminated, effectively immediately, by mutual
consent of the Parties pursuant to Paragraph 10(c) of the Merger Agreement.
2. No Party shall have any obligation to any other Party either as a result of
the termination of the Merger Agreement or pursuant to the Merger Agreement.
3. The Parties shall issue a joint press release in the form of Exhibit A to
this Agreement.
IN WITNESS WHEREOF, each Party executed this Agreement as of the date first
above written.
TRANS GLOBAL SERVICES, INC. IT STAFFING LTD.
By:____________________________ By:____________________________
Joseph G. Sicinski Declan French
President and CEO President and CEO
IT ACQUISITION CORP.
By:_____________________________
Declan French
President
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Exhibit A
TRANS GLOBAL AND IT STAFFING TERMINATE MERGER AGREEMENT
Hauppauge, New York and Toronto, Ontario - Trans Global Services, Inc. (Nasdaq -
TGSI) and IT Staffing Ltd. (Nasdaq - ITST, BSE - ITS) announced today that the
merger agreement between Trans Global and IT Staffing have been terminated by
mutual agreement.
All of Trans Global's costs relating to the transaction will be written off in
the fourth quarter of 1999, which will result in a loss by Trans Global for 1999
of approximately $1.5 million.
About Trans Global Services, Inc.
Trans Global provides a broad spectrum of technical staffing services to its
clients in highly skilled engineering and design staffing. Headquartered in
Hauppauge, New York, Trans Global's clients include major companies principally
in the aircraft/aerospace industry as well as the electronics,
telecommunications, banking and computer science industries and public
utilities.
About IT Staffing Ltd.
IT Staffing Ltd. provides of information technology and engineering recruiting,
consulting and recruitment technology. IT Staffing recently announced its plans
to change its corporate name to Thinkpath Inc. With corporate headquarters in
Toronto, Canada, IT Staffing also has offices in New York City, Boston,
Charleston, Atlanta, Detroit, and Palm Springs. Its clients include software
development, financial, banking, telecommunications, government and information
technology companies.
For Information Contact:
Glen R. Charles, CFO, Trans Global Services, Inc. (516) 724-0006
Declan French, President and CEO, IT Staffing Ltd. (416) 364-8800
