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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KFORCE.COM, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-3264661
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
120 WEST HYDE PARK PLACE, SUITE 150, TAMPA, FLORIDA 33606
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(Address of principal executive office) (zip code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), check the following effective pursuant to General
box. [ ] Instruction A.(d), check the
following box. [X]
Securities Act registration statement file number to which this form relates
(if applicable): NOT APPLICABLE
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Title of Each Class
to be so Registered to be so Registered
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Securities to be registered pursuant to Section 12(g) of the Exchange Act:
COMMON SHARE PURCHASE RIGHTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Effective October 28, 1998, the Board of Directors of Romac
International, Inc. (n/k/a kforce.com, Inc.) (the "Company") declared a
dividend distribution of one right ("Right") for each outstanding share of
common stock, par value $.01 per share (the "Common Stock"), of the Company to
shareholders of record at the close of business on October 28, 1998. When
exercisable, each Right will entitle the registered holder to purchase from the
Company one share of Common Stock at a price of $125 (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement between the Company and State Street Bank and Trust Company,
as Rights Agent, dated as of October 28, 1998, as amended on October 24, 2000
(the "Rights Agreement").
The Rights are attached to all Common Stock certificates representing
shares then outstanding, and no separate certificates for the Rights ("Rights
Certificates") have been distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earliest of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date") or (ii) 10 business days following
the commencement of a tender offer or exchange offer that would result in the
beneficial ownership by a person or group of 15% or more of such outstanding
shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
October 28, 1998 will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 28, 2008, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
If any person (other than an Exempt Person, as defined in the Rights
Agreement and except for certain inadvertent accumulations of 15% or more of
the then outstanding shares of common stock due to the acquisition of common
stock by the Company) becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock determined by the Board of Directors to be
fair to and otherwise in the best interests of the Company and its
shareholders), each holder of a Right will thereafter have the right to
receive, upon exercise, the number of shares of Common Stock (or, in certain
circumstances, cash, property, or other securities of the Company or a
reduction in the purchase price) having a value equal to two times the exercise
price of the Right. Notwithstanding any of the foregoing, following the
occurrence of the event described above, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be void. The Rights, are not, however, exercisable
following the occurrence of the event set forth above until such time as the
Rights are no longer redeemable by the Company, as set forth below. David L.
Dunkel, CEO of the Company, is classified as an Exempt Person in the Rights
Agreement.
For example, at an exercise price of $125, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $250 worth of
Common Stock (or other consideration, as noted above) for $125. Assuming that
the Common Stock had a per share market value of $50 at such time, the holder
of each valid Right would be entitled to purchase 5 shares of Common Stock for
$125.
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If at any time following the Stock Acquisition Date, (i) the Company
is acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (other than pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock determined by the
Board of Directors to be fair to and otherwise in the best interests of the
Company and its shareholders), or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
that previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. If the Rights cannot
be exercised for common stock of the acquiring company as set forth above,
Right holders will be entitled to put the Rights to the acquiring company for
cash equal to the exercise price of the Rights. The events described in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination, or reclassification of, the
Common Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price. No fractional share of Common Stock will be issued and, in lieu
of such issuance, an adjustment in cash will be made based on the market price
of the Common Stock on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, payable in cash, or shares of Common Stock or other consideration deemed
appropriate by the Board of Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 redemption
price.
At any time after any Person becomes an Acquiring Person and before
the acquisition by such Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group that will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock per
Right (subject to adjustment).
Until a Right is exercised, the holder of the Right, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Other than provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; however, no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
Each share of common stock of the Company that was outstanding at the
close of business on October 28, 1998, received one Right. Since October 28,
1998, one additional Right (as such number was adjusted pursuant to the
provisions of the Rights Agreement) was deemed delivered for each share of
Common Stock issued or transferred by the Company. Additionally, so long as the
Rights are attached to the Common Stock, one additional Right (as such number
may be adjusted pursuant to the provisions of the Rights Agreement) shall be
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deemed to be delivered for each share of Common Stock issued or transferred by
the Company in the future. In addition, following the Distribution Date and
prior to the expiration or redemption of the Rights, the Company will issue
Rights when it issues Common Stock, or in connection with the issuance of
shares of Common Stock pursuant to the exercise of stock options or under
employee plans or upon the exercise, conversion or exchange of certain
securities of the Company.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company in a manner that causes the Rights to become discount Rights unless the
offer is conditional on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a price that is fair and not inadequate and otherwise in the best
interest of the Company and its shareholders. The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors because the Board of Directors may, at its option, at any time until
ten days following the Stock Acquisition Date redeem all but not less than all
the then outstanding Rights at the redemption price.
The form of the Rights Agreement between the Company and State Street
Bank and Trust Company, as Rights Agent, dated as of October 28, 1998 as well
as the Amendment to Rights Agreement dated as of October 24, 2000 are included
as Exhibits to this Registration Statement on Form 8-A. The above description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is incorporated by reference into
this Registration Statement.
ITEM 2. EXHIBITS
Exhibit 1 Rights Agreement, dated as of October 28, 1998, between the Company
and State Street Bank and Trust Company as Rights Agent, which
includes the form of the Rights Certificate as Exhibit A, and the
Summary of Rights to Purchase Common Stock as Exhibit B
(Incorporated by reference to the Company's Current Report on Form
8-K filed on October 29, 1998).
Exhibit 2 Amendment to Rights Agreement dated as of October 24, 2000
(Incorporated by reference to the Company's Current Report on Form
8-K filed on November 3, 2000).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereto duly authorized.
Date: November 3, 2000 KFORCE.COM, INC.
(Registrant)
By: /s/ David L. Dunkel
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David L. Dunkel
Chief Executive Officer
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