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EXHIBIT (a)(5)(A)
kforce.com ANNOUNCES "MODIFIED DUTCH AUCTION" TENDER OFFER FOR UP TO 10,000,000
SHARES OF ITS COMMON STOCK
Tampa, FL (November 6, 2000) -- kforce.com, Inc. (Nasdaq -- KFRC), a
full-service, web-based specialty staffing firm providing flexible and permanent
hiring solutions, announced plans to repurchase up to 10,000,000 shares of its
common stock, representing approximately 23.7% of its approximately 42,155,869
outstanding shares.
The repurchase will be made through a "modified Dutch Auction" tender offer
which will commence November 6, 2000 and consist of an offer to purchase
10,000,000 shares of its common stock at a purchase price between $4.75 and
$5.50 per share net to the seller in cash, without interest. This price range
represents a 6.3% premium to a 23.1% premium to the November 3, 2000 closing
sales price of $4.46875 per share and a 72.7% premium to a 100% premium to the
October 24, 2000 closing sales price, the last trading day before the Company
announced its increased share repurchase program. Based on the minimum and
maximum offering prices specified in the offer, the aggregate purchase price if
10,000,000 shares are purchased would range from $47.5 million to $55.0 million.
The Company will finance the offer from borrowings under its line of credit.
"We believe our own stock represents an attractive investment opportunity
available to us, so we are investing in our future to enhance shareholder value
while preserving financial flexibility," said kforce.com's Chief Executive
Officer, David L. Dunkel.
The modified Dutch Auction tender procedure allows shareholders to select
the price within the specified range at which each shareholder is willing to
sell all or a portion of his or her shares to the Company. Based on the number
of shares tendered and the prices specified by the tendering shareholders, the
Company will determine the single per share price within the range that will
allow it to buy 10,000,000 shares (or such lesser number of shares that are
properly tendered) at a price between $4.75 and $5.50 per share net to the
seller in cash, without interest. The offer will not be contingent upon any
minimum number of shares being tendered. All of the shares that are properly
tendered at prices at or below the purchase price determined by the Company (and
not properly withdrawn) will, subject to possible proration and provisions
relating to the tender of "odd lots," be purchased for cash, without interest,
at such purchase price promptly after the expiration of the tender offer. All
shares purchased in the offer will receive the same price. All other shares that
have been tendered and not purchased will be promptly returned to the
shareholder. The offer is scheduled to expire at 12:00 midnight, Eastern
Standard time, on Tuesday, December 5, 2000, unless extended by the Company.
The Company may resume its open market share repurchase program no earlier
than 10 business days following completion of the modified Dutch Auction tender
offer, at which time the Company anticipates having over $17 million remaining
under its $100 million share repurchase authorization of March 11, 1999, as
increased on October 24, 2000.
Shareholders should read carefully the Offer to Purchase and related
materials that the Company will be sending out shortly because they contain
important information, including various terms and conditions to the offer.
Shareholders can obtain the Offer to Purchase and related materials free at the
SEC's Web site at www.sec.gov or from our information agent, D.F. King & Co.,
Inc. Shareholders are urged to carefully read these materials prior to making
any decision with respect to the offer.
The board of directors of kforce.com has approved the tender offer.
However, neither the Company nor its board of directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their shares
or as to the purchase price or prices at which shareholders may choose to tender
their shares. Shareholders must make their own decision as to whether to tender
their shares and, if so, how many shares to tender and the price or prices at
which such shares should be tendered. The Company's directors and executive
officers have advised the Company that they will not tender any shares in the
tender offer.
Banc of America Securities LLC (1-888-583-8900, ext. 8537) will serve as
the dealer manager for the offer. D.F. King & Co., Inc. (1-800-848-3416) will
serve as the information agent for the offer.
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kforce.com is a full-service, web-based specialty staffing firm providing
flexible and permanent staffing solutions for organizations and career
management for individuals in the specialty skill areas of information
technology, finance & accounting, human resources, engineering, pharmaceutical,
health care, legal, scientific, e-business consulting and insurance and
investments. Backed by more than 2,000 recruiting specialists, kforce is one of
the nation's leading staffing, consulting and training companies operating
through more than 100 offices in 45 markets in North America.
Certain of the above statements contained in this press release, are
forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements are within the meaning of that term in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Factors that could cause actual results to
differ materially include the following: business conditions and growth in the
staffing industry and general economy; competitive factors, risks due to shifts
in market demand; changes in service mix; ability of the Company to complete
acquisitions; and the risk factors listed from time to time in the Company's
reports filed with the Securities and Exchange Commission, as well as
assumptions regarding the foregoing. The words "believe," "estimate," "expect,"
"intend," "plan," "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. The Company 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.
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