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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 (Date of earliest event reported): November 3, 1997
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ACCUSTAFF INCORPORATED
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(Exact name of registrant
as specified in its charter)
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Florida 0-24484 59-3116655
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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6440 Atlantic Boulevard, Jacksonville, FL 32211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 725-5574
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 4, 1997, AccuStaff Incorporated (the "Company") completed the
acquisition (the "Hunterskil Acquisition") of all of the outstanding shares of
capital stock of Hunterskil Howard PLC ("Hunterskil") pursuant to the Agreement
for the Sale and Purchase of the issued share capital of Hunterskil, dated
November 4, 1997, between Wolseley PLC and AccuStaff (UK) Limited (the
"Hunterskil Purchase Agreement"). Pursuant to the terms of the Hunterskil
Purchase Agreement, the Company's subsidiary, AccuStaff (UK) Limited, paid
Wolseley PLC, the sole shareholder of Hunterskil, an aggregate sum of U.K.
(Pounds)45,000,000 (approximately U.S. $76,027,500 based on the then current
exchange rate) in cash. In addition, the Company's subsidiary, AccuStaff (UK)
Limited, arranged for the repayment of intercompany debt in the amount of U.K.
(Pounds)10,000,000 (approximately U.S. $16,895,000 based on the then current
exchange rate) to Wolseley PLC. Both sums were paid to Wolseley PLC from the
Company's revolving credit facility with NationsBank, National Association
(f/k/a NationsBank, National Association (South)), as agent, and with twenty
other banks as participant banks in the syndicated credit facility. The
purchase price was determined based upon an evaluation of the business of
Hunterskil and the results of negotiations among the parties.
Hunterskil is an international business services group based in the United
Kingdom that provides information technology specialists to companies in the
United Kingdom and Western Europe. Hunterskil's revenues for the fiscal year
ended July 31, 1997, were approximately $115,000,000. The Company expects that
Hunterskil will continue to operate as a subsidiary of the Company as part of
its IT Division (newly named "modis"). The Company is evaluating Hunterskil's
operating assets and currently intends to use the assets for the same purposes
as Hunterskil did prior to the Hunterskil Acquisition.
A copy of the press release announcing the closing of the Hunterskil
Acquisition is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 5. OTHER EVENTS.
On November 3, 1997, the Company completed the acquisition of IT Link
Limited ("IT Link") pursuant to the Agreement for the Sale and Purchase of the
entire share capital of IT Link Limited, dated November 3, 1997, among the
persons listed as Vendors on the signature pages thereto (collectively, the
"Vendors"), AccuStaff (UK) Limited, Stuart Lowe and the Company (the "IT Link
Purchase Agreement"). IT Link is based in the United Kingdom and specializes in
providing professionals for the implementation and integration of SAP, an
enterprise-wide software solution for managing and analyzing business data.
Pursuant to the terms of the IT Link Purchase Agreement, the Vendors
received an aggregate cash sum of approximately U.K. (Pounds)10,950,000
(approximately U.S. $18,000,000), plus the right of all of the Vendors except
for Stafflink Temps Centre Limited to receive additional consideration if and to
the extent that IT Link achieves certain operating results in the three-year
period beginning on November 1, 1997 (the "Earn-Out"). The Earn-Out is payable
by the Company in the form of either loan notes or shares of the Company's
Common Stock at the election of the applicable Vendors; provided, however, that
under no circumstances may the total amount of shares of the Company's Common
Stock issued to such Vendors exceed an amount of shares that would require the
Company to obtain any governmental or regulatory approvals or approval by the
Company's shareholders.
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A copy of the press release announcing the closing of the acquisition
of IT Link is attached hereto as Exhibit 99.2 and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A)-(B) Historical and pro forma financial statements are not required
and, therefore, not filed.
(C) EXHIBITS.
99.1 Press Release dated November 5, 1997.
99.2 Press Release dated November 6, 1997.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
As stated above, pursuant to the terms of the IT Link Purchase Agreement,
the Vendors received an aggregate cash sum of approximately U.K.
(Pounds)10,950,000 (approximately U.S. $18,000,000), plus the right of all of
the Vendors except for Stafflink Temps Centre Limited to receive additional
consideration if and to the extent that IT Link achieves certain operating
results in the three-year period beginning on November 1, 1997 (the "Earn-Out").
The Earn-Out is payable by the Company in the form of either loan notes or
shares of the Company's Common Stock at the election of the applicable Vendors;
provided, however, that under no circumstances may the total amount of shares of
the Company's Common Stock issued to such Vendors exceed an amount of shares
that would require the Company to obtain any governmental or regulatory
approvals or approval by the Company's shareholders.
Based upon certain representations and warranties made by the applicable
Vendors in the IT Link Purchase Agreement, the offer and subsequent issuance of
shares of the Company's Common Stock, if any, were and will be, in addition to
other applicable registration exemptions, made in reliance upon the exemption
set forth under Regulation S under the Securities Act of 1933, as amended,
pertaining to the issuance of securities outside of the United States to non-
U.S. persons.
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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.
ACCUSTAFF INCORPORATED
By: /s/ Derek E. Dewan
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Derek E. Dewan
President and Chief
Executive Officer
Dated: November 14, 1997
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EXHIBIT INDEX
99.1 Press Release dated November 5, 1997.
99.2 Press Release dated November 6, 1997.
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Exhibit 99.1
Wednesday, November 5, 1997
ACCUSTAFF ACQUIRES LONDON-BASED HUNTERSKIL HOWARD PLC
ADDS $115 MILLION IN INFORMATION TECHNOLOGY REVENUES
JACKSONVILLE, Fla.--(BUSINESS WIRE)--Nov. 5, 1997--AccuStaff Incorporated
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(NYSE:ASI), an international provider of strategic staffing, consulting and
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outsourcing services, today announced that it has acquired 100% of the stock of
Hunterskil Howard plc ("Hunterskil"), an international business services group
engaged primarily in the deployment of information technology professionals in
the United Kingdom and Western Europe. Hunterskil Howard's revenues for the
fiscal year ended July 31, 1997, were approximately $115 million, based upon
audited financial information. The transaction is expected to be accretive to
earnings. Terms of the purchase transaction were not disclosed.
Derek E. Dewan, Chairman, President and Chief Executive Officer of AccuStaff,
said, "Hunterskil Howard adds an impressive list of international firms to our
growing client list. They have been in business over 27 years and received the
U.K. award for IT Recruitment of the Year in 1996. Alan McBride, Managing
Director of Hunterskil Howard, will remain, as will other members of his
management team."
Hunterskil has five offices in the U.K., with over 1,000 contractors on
assignment, providing programmers, UNIX systems administrators, Windows NT
support, client-server development, and mainframe software maintenance and
support. Additionally, the company provides facilities and project management
to the U.K. Ministry of Defense, British Aerospace, Racal and Railtrack. Its
client list includes British Telecom, NatWest Bank, British Airways, Digital
Equipment, and Yorkshire Electricity, among others. Additional contract
staffing offices in Eindhoven, Paris, and Madrid serve customers such as
Ericsson, Phillips, Siemens, Shell and IBM. Hunterskil is ISO 9001 certified.
According to Timothy Payne, President of AccuStaff's IT Division (newly named
"modis"), Hunterskil Howard will increase the estimated worldwide revenues of
the IT Division to over $1 billion in 1998. "We currently are one of the
largest information technology services providers in the world, operating over
100 offices in the U.S., Canada, the United Kingdom, Continental Europe, and
Latin America. AccuStaff recently introduced the new brand identity of its IT
division - 'modis.' This singular identity, together with our rapidly growing
network of IT offices, should increase our market presence internationally and
accelerate our growth momentum going forward."
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Dewan added, "We will continue to look for attractive acquisition opportunities,
both domestically and in select markets abroad. Our pipeline of acquisitions is
full and we expect this to be an active fourth quarter on the acquisition
front."
AccuStaff Incorporated is an international provider of business services,
including consulting, outsourcing, training, and strategic staffing services, to
leading businesses. Headquartered in Jacksonville, Florida, the Company has
approximately 1,000 branch, franchise, and associated offices in 46 states, the
District of Columbia, Canada, the United Kingdom, Continental Europe, and Latin
America.
Statements made in this press release, other than those concerning historical
information, should be considered forward- looking and subject to various risks
and uncertainties. The Company's actual results may 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 reports on
Forms 10-K, 10-Q and 8-K made under the Securities Exchange Act of 1934. For
instance, the Company's results of operations may differ materially from those
anticipated in the forward-looking statements due to, among other things:
management's ability to effectively integrate the combined operations of Career
Horizons, Inc. and the Company; the Company's ability to successfully identify
suitable acquisition candidates, complete acquisitions or integrate the acquired
business into its operations; the general level of economic activity in the
Company's markets; increased price competition; and the continued availability
of qualified temporary personnel - particularly in the information technology
and other professional segments of the Company's businesses. In addition, the
market price of the company's stock may from time to time be significantly
volatile as a result of, among other things: the Company's operating results;
the operating results of other temporary staffing companies; and changes in the
performance of the stock market in general.
For additional information about the Company, visit AccuStaff's web site: http:
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//www. accustaff. com.
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EXHIBIT 99.2
ACCUSTAFF ACQUIRES SPECIALTY SAP FIRM: IT LINK LTD.
JACKSONVILLE, Fla.--(BUSINESS WIRE)--Nov. 6, 1997
Bolsters SAP Information Technology Consulting Practice
with Estimated Revenues of $20 Million for 1998
AccuStaff Incorporated (NYSE:ASI), an international provider of strategic
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staffing, consulting and outsourcing services, today announced that it has
acquired for cash 100% of the stock of London-based IT Link, Ltd. ("IT Link").
IT Link, at the high end of the IT spectrum of service providers, specializes in
providing professionals for the implementation and integration of SAP, an
enterprise-wide software solution for managing and analyzing business data. IT
Link's revenues for 1998 are projected to be approximately $20 million. Chris
Holcroft and Anan Radia, founders of IT Link, will now join the fast growing SAP
division of modis, AccuStaff's IT division. Terms of the purchase transaction,
which is expected to be accretive to AccuStaff earnings, were not disclosed.
Derek E. Dewan, Chairman, President and Chief Executive Officer of AccuStaff,
said, "IT Link is a leader in providing SAP R/3 resources to clients worldwide.
Together with our recently announced acquisition of Hunterskil Howard, a London-
based provider of IT professionals, we now have the ability to cross-sell the
solutions and staffing business to each of these companies' growing client base.
In addition, we will be able to leverage their consultant base to garner more
SAP business in other markets."
IT Link, with offices in the United Arab Emirates as well as in the U.K., has
over 2,000 registered SAP R/3 professionals in its database providing high-level
services to the Big Six accounting firms, Philip Morris, Cable & Wireless, EDS,
Hitachi, IBM, and other multi-national corporations. While the majority of IT
Link's revenues historically have been derived primarily from clients in the
U.K., the company has made major inroads into other European markets as well as
the Far East, Middle East and in the U. S.
Dewan added, "We will continue our build-out of the U.S. markets in all of our
specialties, and expect to expand our service capabilities in select markets
abroad."
AccuStaff Incorporated is an international provider of business services,
including consulting, outsourcing, training, and strategic staffing services, to
leading businesses. Headquartered in Jacksonville, Florida, the Company has
approximately 1,000 branch, franchise, and associated offices in 46 states, the
District of Columbia, Canada, the United Kingdom, Continental Europe, and Latin
America.
Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. The Company's actual results may 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 reports on
Forms 10-K, 10-Q and 8-K made under the Securities Exchange Act of 1934. For
instance, the Company's results of operations may differ materially from those
anticipated in the forward-looking statements due to, among other things:
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management's ability to effectively integrate the combined operations of Career
Horizons, Inc. and the Company; the Company's ability to successfully identify
suitable acquisition candidates, complete acquisitions or integrate the acquired
business into its operations; the general level of economic activity in the
Company's markets; increased price competition; and the continued availability
of qualified temporary personnel - particularly in the information technology
and other professional segments of the Company's businesses. In addition, the
market price of the company's stock may from time to time be significantly
volatile as a result of, among other things: the Company's operating results;
the operating results of other temporary staffing companies; and changes in the
performance of the stock market in general.
For additional information about the Company, visit AccuStaff's web site:
http://www.accustaff.com.
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