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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): April 20, 1998
ROMAC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Florida 0-26058 59-3264661
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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120 West Hyde Park Place, Suite 150, Tampa, Florida 33606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 251-1700
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N/A
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(Former name or former address, if changed since last report)
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This document contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The words "believe", "estimate", "expect", "intend", "anticipate", and similar
expressions and variations thereof identify certain of such forward-looking
statements, which speak only as of the dates on which they were made. Romac
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those indicated in the
forward-looking statements as a result of various factors. Readers are
cautioned not to place undue reliance on these forward-looking statements.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 20, 1998, Romac International, Inc. ("Romac"), a Florida
corporation, and Source Services Corporation ("Source"), a Delaware
corporation, consummated a merger (the "Merger") whereby Source was merged into
Romac pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated February 1, 1998, as amended on February 11, 1998 and April 17, 1998.
Before the Merger, the assets of Source were used to provide specialty
staffing services primarily in the areas of information technology, accounting
and finance, and engineering. Romac intends to continue this use for the
assets of Source.
Pursuant to the terms of the Merger Agreement, each issued and outstanding
share of common stock, par value $.02, of Source ("Source Common Stock") was
converted into the right to receive 1.1351 shares of common stock, par value
$.01 per share, of Romac ("Romac Common Stock"). Romac issued approximately
15.6 million shares of Romac Common Stock upon conversion of the shares of
Source Common Stock. In addition, each option to purchase Source Common Stock
outstanding under Source's stock option plans was converted into an option to
purchase the number of shares of Romac Common Stock equal to the number of
shares of Source Common Stock subject to such option multiplied by the exchange
ratio for the Merger.
In connection with the Merger, the members of the Source Board of
Directors were elected to the Romac Board of Directors. Shortly before the
Romac annual meeting of shareholders, D. Les Ward, one of the director nominees
pursuant to the Merger Agreement, decided not to stand for election to the
Romac board. Consequently, Romac and Source agreed to amend the Merger
Agreement, effective April 17, 1998, to substitute Wayne D. Emigh as a director
nominee for the three-year term originally reserved for Les Ward, and Karl A.
Vogeler as a director nominee for the one-year term originally reserved for
Wayne Emigh.
At the time of the Merger, Romac entered into an employment agreement with
Richard Dupont, who was Chief Financial Officer of Source before the Merger, as
provided in the Merger Agreement. David L. Dunkel will continue as Chief
Executive Officer of Romac and James D. Swartz will continue as President and
Chief Operating Officer.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The (i) consolidated audited balance sheet of Source as of December 28,
1997 and December 29, 1996 and (ii) consolidated statements of revenues and
expenses and cash flows of Source for the fiscal years ended December 28, 1997,
December 29, 1996, and December 31, 1995 have been filed with the Securities
and Exchange Commission (the "SEC") as part of Source's Annual Report on Form
10-K, dated March 17, 1997 (File No. 0-21027), and are incorporated herein by
reference.
(b) Pro Forma Financial Information.
(i) The Pro Forma Combined Balance Sheet of Romac and Source as of
December 31, 1997 and (ii) Pro Forma Combined Statements of Operations for
Romac and Source for the fiscal years ended December 31, 1995,
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1996, and 1997 have been filed with the SEC as part of Romac's Registration
Statement on Form S-4 (File No. 333-48237) and are incorporated herein by
reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger by and among Romac International,
Inc. and Source Services Corporation incorporated by reference
to Romac's Report on Form 8-K dated January 30, 1998 (File No.
0-21027)
2.2 Amendment No. 1 to the Agreement and Plan of Merger by and among
Romac International, Inc. and Source Services Corporation,
incorporated by reference to Romac's Report on Form 8-K dated
February 11, 1998 (File No. 0-21027)
2.3 Amendment No. 2 to Agreement and Plan of Merger by and among
Romac International, Inc. and Source Services Corporation
23.1 Consent of Price Waterhouse LLP
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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.
Date: April 30, 1998 ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ Thomas M. Calcaterra
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Thomas M. Calcaterra
Secretary and Chief Financial Officer
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EXHIBIT INDEX
ROMAC INTERNATIONAL, INC.
Current Report on Form 8-K
Dated April 20, 1998
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Romac International,
Inc. and Source Services Corporation incorporated by reference
to Romac's Report on Form 8-K dated January 30, 1998 (File No.
0-21027)
2.2 Amendment No. 1 to the Agreement and Plan of Merger by and
among Romac International, Inc. and Source Services
Corporation, incorporated by reference to Romac's Report on
Form 8-K dated February 11, 1998 (File No. 0-21027)
2.3 Amendment No. 2 to Agreement and Plan of Merger by and among
Romac International, Inc. and Source Services Corporation
23.1 Consent of Price Waterhouse LLP
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Exhibit 2.3
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ROMAC INTERNATIONAL, INC.
AND
SOURCE SERVICES CORPORATION
This Amendment No. 2, dated as of April 17, 1998, is to the Agreement
and Plan of Merger by and among Romac International, Inc. ("Romac") and Source
Services Corporation ("Source"), dated February 1, 1998, as amended February
11, 1998 (the "Merger Agreement").
BACKGROUND
The parties desire to change the Source nominees to the Romac board of
directors as described in Schedule 7.2(c) to the Merger Agreement. Except as
modified by this Amendment, all terms of the Merger Agreement shall continue in
full force and effect. All capitalized terms used herein shall have the same
meaning as in the Merger Agreement.
The parties agree to amend Schedule 7.2(c) to the Merger Agreement as
follows:
Name Term Committees of the Board
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Wayne D. Emigh 3 years Audit and Compensation
John N. Allred 1 year Audit
Karl A. Vogeler 1 year None
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their respective officers as of the date first written above.
ROMAC INTERNATIONAL, INC. SOURCE SERVICES CORPORATION
By:/s/ Thomas M. Calcaterra By:/s/ Richard DuPont
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Name: Thomas M. Calcaterra Name: Richard DuPont
Its: Chief Financial Officer Its: Secretary
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-97134, 333-50539, and 333-50543) of Romac
International, Inc. and its subsidiaries of our report dated February 6, 1998
relating to the consolidated financial statements of Source Services
Corporation which have been incorporated by reference in this Current Report on
Form 8-K of Romac International, Inc. We also consent to the application of
such report to the Financial Statement Schedule for the three years ended
December 28, 1997 when such schedule is read in conjunction with the financial
statements referred to in our report. The audits referred to in such report
also included this schedule.
Price Waterhouse LLP
Dallas, Texas
April 29, 1998
