<PAGE>
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):
June 8, 1998
AccuStaff Incorporated
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-24484 59-3116655
------- ------- ----------
(State of Incorporation) (Commission file number) (IRS Employer
Identification No.)
1 Independent Drive, Jacksonville, FL 32202
- --------------------------------------------------------------------------------
(Address of principal executive office including zip code)
(904) 360-2000
--------------
(Registrant's telephone number)
Page 1 of 3 Pages
<PAGE>
Item 5. Other Events
------------
On June 8, 1998, AccuStaff Incorporated ("AccuStaff") announced that,
subject to certain conditions, it intends to separate into two publicly-held
companies. AccuStaff will retain its Information Technology division and its
Professional Services division and will contribute to a newly-formed subsidiary,
Strategix Solutions, Inc., a Delaware corporation ("Strategix"), its commercial
division which consists of all of AccuStaff's assets and subsidiaries that are
engaged in commercial services, teleservices, health care services and private
label services. On June 8, 1998, AccuStaff's subsidiary, Strategix, filed a
registration statement on Form S-1 for an initial public offering of certain of
the shares of Strategix's common stock (the "Offering"). After consummation of
the Offering, AccuStaff will own at least 80% of Strategix's outstanding shares
of common stock. AccuStaff intends to distribute to AccuStaff's stockholders in
1999, subject to certain conditions, all of AccuStaff's shares of Strategix in a
tax-free spin-off transaction (the "Spin-off").
It is anticipated that as part of the reorganization, Strategix will pay
on or prior to the Offering's closing date an amount to AccuStaff equal to $150
million in borrowings under a $300 million credit facility plus the net proceeds
of the Offering. Strategix has received a commitment from NationsBank, N.A. to
provide Strategix with a $300 million revolving credit facility. AccuStaff will
use the funds received to reduce its indebtedness.
AccuStaff's teleservices unit provides employees for customer care and
inbound and outbound telemarketing services to one customer, MATRIXX Marketing,
Inc. ("Matrixx"). Although this unit will be contributed to Strategix,
AccuStaff's management has received indications from Matrixx that Matrixx
intends to terminate its contract with AccuStaff's teleservices unit.
Completion of the Spin-off will be subject to the satisfaction, or waiver
by the Board of Directors of AccuStaff (the "Board"), in its sole discretion, of
the following conditions: (i) a Letter Ruling shall have been obtained that will
provide that, among other things, the Spin-off will qualify as a tax-free Spin-
off for federal income tax purposes, and will not result in recognition of any
income, gain or loss for federal income tax purposes to AccuStaff, or
AccuStaff's shareholders, and such ruling shall be in form and substance
satisfactory to AccuStaff; (ii) any material governmental approvals and third
party consents necessary to consummate the Spin-off shall have been obtained and
be in full force and effect; (iii) no order, injunction or decree issued by any
court or agency of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Spin-off shall be in effect; and
(iv) no other events or developments shall have occurred subsequent to the
closing of the Offering that, in the judgment of the Board, would result in the
Spin-off having a material adverse effect on AccuStaff or on the stockholders of
AccuStaff.
AccuStaff intends to apply as soon as practicable for the Letter Ruling and
to take all necessary steps to complete the Spin-off in 1999. AccuStaff does not
plan to distribute its shares of stock of Strategix to AccuStaff's shareholders
without a satisfactory Letter Ruling. There is no assurance that AccuStaff will
receive a satisfactory Letter Ruling or that all other conditions to the
completion of the Spin-off will occur.
Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated by reference herein.
This report contains certain forward-looking statements which involve known
and unknown risks, uncertainties, or other factors not under the control of
AccuStaff which may cause the actual results, performance, or achievements of
AccuStaff or Strategix to be materially different from the results, performance,
or other expectations implied by these forward-looking statements. Such
forward-looking statements include, among other things, discussions of
AccuStaff's and Strategix's plans for the Offering and the Spin-off. Although
AccuStaff believes that the expectations reflected in the forward-looking
statements are reasonable, AccuStaff can give no
Page 2 of 3 Pages
<PAGE>
assurance that such expectations will prove to be correct and there are risks
that the expectations will not be achieved. Some of these risk factors include,
but are not limited to, those disclosed in the Registration Statement filed with
the Securities and Exchange Commission by Strategix in connection with the
Offering. AccuStaff assumes no duty to update any forward-looking statements.
A registration statement relating to the offering of Strategix's common
stock has been filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Not applicable
(b) Not applicable
(c) Exhibit 99 AccuStaff Incorporated Press Release issued June 8, 1998.
SIGNATURE
- ---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
AccuStaff has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: June 8, 1998
ACCUSTAFF INCORPORATED
By: /s/ Derek E. Dewan
---------------------------
Name: Derek E. Dewan
Title: Chairman and CEO
Page 3 of 3 Pages
<PAGE>
Exhibit 99
For Immediate Release
Contact: Michael D. Abney Derek E. Dewan
Senior Vice President and CFO Chairman, President and CEO
(904) 360-2550 (904) 360-2525
ACCUSTAFF SUBSIDIARY, STRATEGIX SOLUTIONS, INC.,
FILES FOR IPO; SUBSEQUENT SPINOFF PLANNED
------------
ACCUSTAFF TO CHANGE NAME TO MODIS PROFESSIONAL SERVICES, INC.
JACKSONVILLE, Fla. (June 8, 1998)--AccuStaff Incorporated (NYSE: ASI) today
announced that its newly formed subsidiary, Strategix Solutions, Inc.
("Strategix"), which will own AccuStaff's commercial division businesses, has
filed a registration statement with the Securities and Exchange Commission
("SEC") for a proposed initial public offering ("IPO") of up to 20% of its
common stock. Strategix will apply to list its common shares on the New York
Stock Exchange ("NYSE") under the symbol "STG". The offering will be made by
Strategix, and the net proceeds plus an anticipated $150 million drawn from
Strategix's new proposed $300 million credit facility on or prior to the
offering date, will be paid to AccuStaff as part of this reorganization.
AccuStaff said that it anticipates the offering will be completed by
Strategix in the third quarter of 1998, subject to SEC review and market
conditions. After consummation of the offering, AccuStaff intends to distribute
to AccuStaff shareholders in 1999, subject to the receipt of a favorable ruling
from the Internal Revenue Service as to the tax-free nature of the distribution
and satisfaction of certain other conditions, all of AccuStaff's shares of
Strategix in a tax-free spin-off transaction. AccuStaff plans to apply the funds
it receives in the reorganization to reduce its indebtedness.
This reorganization plan results in the separation of AccuStaff into two
publicly held companies. AccuStaff will retain its information technology and
professional services divisions. Strategix will receive the assets and
subsidiaries that comprise AccuStaff's commercial division.
-MORE-
<PAGE>
ASI Files for IPO of Strategix Solutions, Inc.
Page 2
June 8, 1998
- --------------------------------------------------------------------------------
Commenting on today's announcement, Derek E. Dewan, President, Chairman
and Chief Executive Officer of AccuStaff, said, "We see the planned events as a
major step toward enhancing shareholder value. Our commercial division (now
Strategix) and our information technology/professional services divisions
clearly serve different segments of the business services market. The separation
of these two businesses will allow more focus on each unit's operating
performance, organic growth, efficiency, and the optimal capital structure.
Management of each group will be rewarded more directly for performance based
upon their unit's results. The reorganization will address each business unit's
needs more effectively. This includes expanding value-added service offerings to
our clients. Each division's ability to attract and retain intellectual capital,
obtain new business and make acquisitions will benefit from these changes."
Strategix Solutions, Inc. is a national provider of business services
that primarily include diversified staffing and outsourcing services to
businesses and government agencies. The company will operate in two divisions:
Specialized Solutions and Traditional Staffing Services. The Specialized
Solutions division provides customized solutions to customers, including
high-end office support and office automation resources, desktop publishing,
outsourcing, mid-level information technology ("IT") staffing, web-site design
and development, and end-user IT training. The Traditional Staffing Services
division primarily provides clerical, secretarial and, to a lesser extent, light
industrial staffing, primarily under the "AccuStaff" brand name.
Lawrence E. Derito, currently the President of AccuStaff subsidiary
Office Specialists, Inc., will become Chief Executive Officer of Strategix.
Derek E. Dewan, President, Chairman and Chief Executive Officer of AccuStaff,
will initially be Chairman of the Board of Strategix. After the spin-off, plans
call for Derito to become Chairman with Dewan continuing as a director.
AccuStaff plans to change its name to Modis Professional Services, Inc.
to clearly reflect the higher-level specialized services offered in its
information technology division (modis); and its professional services division,
which includes the accounting (Accounting Principals), legal (Special Counsel),
engineering (ENTEGEE), scientific (Scientific Staffing) and
consulting/outplacement (Manchester) units. A proxy statement will be filed with
the SEC seeking shareholder approval to change the name of the Company. After
receiving shareholder approval, Modis Professional Services, Inc. will apply to
trade on the NYSE under the symbol "MPS." Until such time, AccuStaff
<PAGE>
ASI Files for IPO of Strategix Solutions, Inc.
Page 3
June 8, 1998
- --------------------------------------------------------------------------------
Incorporated will continue to trade on the NYSE with "ASI" as its symbol. Derek
E. Dewan will continue as President, Chairman and Chief Executive Officer of
Modis Professional Services, Inc.
The joint lead managers of the Strategix offering are Goldman, Sachs & Co.
and Robert W. Baird & Co.
AccuStaff Incorporated is a global provider of business services, including
consulting, outsourcing, outplacement, training, and strategic staffing
services, to the Fortune 1000 and other leading businesses. Headquartered in
Jacksonville, Florida, the Company has over 1,000 company-owned, franchised, and
associated offices in the United States, Canada, the United Kingdom, Continental
Europe, and Latin America.
The offering is subject to SEC review and certain other state and local
regulatory approvals. A registration statement relating to these securities has
been filed with the SEC but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. A copy of the prospectus may be obtained when available from Marc M.
Mayo at Strategix Solutions, Inc., One Independent Drive, Jacksonville, Florida
32202.
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: 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 prices 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.
<PAGE>
ACCUSTAFF INCORPORATED (NYSE: ASI) PLANNED REORGANIZATION
Carve-out: AccuStaff Incorporated forms Strategix Solutions, Inc., which will
own AccuStaff's commercial division, and sells up to 20% of the
shares of Strategix in an initial public offering (step 1 and step 2
below).
Spin-off: AccuStaff plans to distribute the remainder of the common stock of
Strategix to AccuStaff's shareholders (step 3 below).
Result: Two separate publicly traded companies:
- Modis Professional Services, Inc.
- Strategix Solutions, Inc.
[Graphic diagram depicting the transactions described above appears here]
