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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
kforce.com, Inc.
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(Name of Subject Company (Issuer))
kforce.com, Inc. (ISSUER)
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(Names of Filing Persons (Identifying Status
as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
775835101
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(CUSIP Number of Class of Securities)
William L. Sanders
Chief Financial Officer
kforce.com, Inc.
120 West Hyde Park Place
Suite 150
Tampa, Florida 33606
(813) 251-1700
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Michael L. Jamieson, Esq.
Robert J. Grammig, Esq.
Holland & Knight LLP
400 North Ashley Drive
Suite 2300
Tampa, Florida 33602
(813) 227-8500
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$55,000,000 $11,000
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*Calculated solely for the purpose of determining the amount of the filing fee,
based upon the purchase of 10,000,000 shares of common stock, par value $.01 per
share, at the maximum tender offer price of $5.50 per share.
[X} Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,000 Filing Party: kforce.com, Inc.
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Amendment No. 1
Form or Registration No.: to Schedule TO Dated Filed: November 6, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO, as previously amended and supplemented, originally filed with
the Securities and Exchange Commission on November 6, 2000 (the "Schedule TO"),
by kforce.com, Inc., a Florida corporation. The Schedule TO relates to the offer
by kforce to purchase 10,000,000 shares, or such lesser number of shares as are
properly tendered and not properly withdrawn, of its common stock, par value
$.01 per share, including the associated common stock purchase rights issued
under the Rights Agreement, dated as of October 28, 1998, as amended, between
kforce.com, Inc. and State Street Bank and Trust Company, as Rights Agent, at
prices not greater than $5.50 nor less than $4.75 per share, net to the seller
in cash, without interest, as specified by shareholders tendering their shares,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 6, 2000, and in the related Letter of Transmittal, which, as
amended and supplemented from time to time, together constitute the tender
offer. Unless the context otherwise requires, all references to shares shall
include the associated common stock purchase rights.
Copies of the Offer to Purchase and the related Letter of Transmittal
were previously filed on Amendment No. 1 to the Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B), respectively. The information in the Offer to Purchase
and the related Letter of Transmittal is incorporated in this Amendment No. 3 to
the Schedule TO by reference to all of the applicable items in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION
Item 11 to Schedule TO is hereby amended and supplemented by adding the
following language:
On December 6, 2000, kforce.com, Inc. issued a press release announcing
the preliminary results of its self tender offer, which expired on December 5,
2000. The press release is included herein as Exhibit (a)(5)(C) and incorporated
herein by reference.
ITEM 12. EXHIBIT
(a)(5)(C) Press Release, dated December 6, 2000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
kforce.com, Inc.
By: /s/ William L. Sanders
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Name: William L. Sanders
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Title: Chief Financial Officer
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Dated: December 7, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated November 6, 2000 **
(a)(1)(B) Letter of Transmittal **
(a)(1)(C) Notice of Guaranteed Delivery **
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies
and other nominees, dated November 6, 2000 **
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees **
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 **
(a)(1)(G) Summary Advertisement, dated November 6, 2000 **
(a)(1)(H) Letter to Participants in the 401(k) Retirement Savings
Plan **
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated November 6, 2000 *
(a)(5)(B) Letter to Shareholders from the Chairman of the Board and
Chief Executive Officer of kforce.com, Inc., dated November 6,
2000 **
(a)(5)(C) Press Release, dated December 6, 2000
(b) Bank of America, N.A. $90 million Credit Facility, dated
November 3, 2000 **
(d) Not applicable
(g) Not applicable
(h) Not applicable
* Previously filed on Schedule TO
** Previously filed on Amendment No. 1 to Schedule TO
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